Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2015USD ($)shares | |
Document And Entity Information [Abstract] | |
Document Type | 10-K |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2015 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | Change Healthcare Holdings, Inc. |
Entity Central Index Key | 1,444,598 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | shares | 100 |
Entity Public Float | $ | $ 0 |
Entity Current Reporting Status | No |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 66,655 | $ 82,306 |
Accounts receivable, net of allowance for doubtful accounts of $3,379 and $6,377 at December 31, 2015 and December 31, 2014, respectively | 280,858 | 233,791 |
Prepaid expenses and other current assets | 35,413 | 29,246 |
Total current assets | 382,926 | 345,343 |
Property and equipment, net | 244,145 | 244,153 |
Goodwill | 2,230,100 | 1,702,569 |
Intangible assets, net | 1,707,863 | 1,539,394 |
Other assets, net | 8,500 | 9,183 |
Total assets | 4,573,534 | 3,840,642 |
Current liabilities: | ||
Accounts payable | 27,950 | 16,399 |
Accrued expenses | 167,169 | 175,206 |
Deferred revenues | 12,943 | 10,518 |
Current portion of long-term debt | 32,775 | 27,308 |
Total current liabilities | 240,837 | 229,431 |
Long-term debt, excluding current portion | 2,741,178 | 2,135,468 |
Deferred income tax liabilities | 430,383 | 394,334 |
Tax receivable agreement obligations to related parties | 173,493 | 163,983 |
Other long-term liabilities | $ 11,954 | $ 15,361 |
Commitments and contingencies | ||
Equity: | ||
Common stock (par value, $.01), 100 shares authorized and outstanding at December 31, 2015 and December 31, 2014, respectively | ||
Additional paid-in capital | $ 1,319,754 | $ 1,149,360 |
Accumulated other comprehensive income (loss) | (2,656) | (1,955) |
Accumulated deficit | (341,409) | (245,340) |
Total equity | 975,689 | 902,065 |
Total liabilities and equity | $ 4,573,534 | $ 3,840,642 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Consolidated Balance Sheets [Abstract] | ||
Allowance for doubtful accounts | $ 3,379 | $ 6,377 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||
Solutions revenue | $ 1,124,188 | $ 1,006,949 | $ 930,713 |
Postage revenue | 352,895 | 343,464 | 311,854 |
Total revenue | 1,477,083 | 1,350,413 | 1,242,567 |
Costs and expenses: | |||
Cost of operations (exclusive of depreciation and amortization below) | 507,358 | 462,332 | 447,324 |
Development and engineering | 45,489 | 32,956 | 31,426 |
Sales, marketing, general and administrative | 217,716 | 198,379 | 170,051 |
Customer postage | 352,895 | 343,464 | 311,854 |
Depreciation and amortization | 342,303 | 189,218 | 183,839 |
Accretion | 10,496 | 14,446 | 26,470 |
Impairment of long-lived assets | 8,552 | 83,169 | 10,619 |
Operating income (loss) | (7,726) | 26,449 | 60,984 |
Interest expense, net | 168,252 | 146,829 | 153,169 |
Loss on extinguishment of debt | 23,160 | ||
Contingent consideration | (4,825) | 1,307 | (69) |
Other | (741) | (3,968) | (4,133) |
Income (loss) before income tax provision (benefit) | (170,412) | (117,719) | (111,143) |
Income tax provision (benefit) | (74,343) | (41,865) | (36,685) |
Net income (loss) | $ (96,069) | $ (75,854) | $ (74,458) |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements Of Comprehensive Income (Loss) [Abstract] | |||
Net income (loss) | $ (96,069) | $ (75,854) | $ (74,458) |
Other comprehensive income (loss): | |||
Changes in fair value of interest rate swap, net of taxes | (47) | (393) | 2,583 |
Foreign currency translation adjustment | (654) | (219) | (137) |
Other comprehensive income (loss) | (701) | (612) | 2,446 |
Total comprehensive income (loss) | $ (96,770) | $ (76,466) | $ (72,012) |
Consolidated Statements Of Equi
Consolidated Statements Of Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Balance at Dec. 31, 2012 | $ 1,130,968 | $ (95,028) | $ (3,789) | $ 1,032,151 | |
Balance, shares at Dec. 31, 2012 | 100 | ||||
Equity compensation expense | 7,021 | 7,021 | |||
Repurchase of Parent common stock | (613) | (613) | |||
Capital contribution from Parent | 1,999 | 1,999 | |||
Net income (loss) | (74,458) | (74,458) | |||
Foreign currency translation adjustment | (137) | (137) | |||
Change in fair value of interest rate swap, net of taxes | 2,583 | 2,583 | |||
Balance at Dec. 31, 2013 | 1,139,375 | (169,486) | (1,343) | 968,546 | |
Balance, shares at Dec. 31, 2013 | 100 | ||||
Equity compensation expense | 7,334 | 7,334 | |||
Issuance of shares in connection with equity compensation plans, net of taxes | 1,223 | 1,223 | |||
Repurchase of Parent common stock | (1,221) | (1,221) | |||
Capital contribution from Parent | 1,999 | 1,999 | |||
Other | 650 | 650 | |||
Net income (loss) | (75,854) | (75,854) | |||
Foreign currency translation adjustment | (219) | (219) | |||
Change in fair value of interest rate swap, net of taxes | (393) | (393) | |||
Balance at Dec. 31, 2014 | 1,149,360 | (245,340) | (1,955) | 902,065 | |
Balance, shares at Dec. 31, 2014 | 100 | ||||
Equity compensation expense | 9,285 | 9,285 | |||
Issuance of shares in connection with equity compensation plans, net of taxes | 305 | 305 | |||
Repurchase of Parent common stock | (5,772) | (5,772) | |||
Capital contribution from Investor Group and management | 166,576 | 166,576 | |||
Net income (loss) | (96,069) | (96,069) | |||
Foreign currency translation adjustment | (654) | (654) | |||
Change in fair value of interest rate swap, net of taxes | (47) | (47) | |||
Balance at Dec. 31, 2015 | $ 1,319,754 | $ (341,409) | $ (2,656) | $ 975,689 | |
Balance, shares at Dec. 31, 2015 | 100 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities | |||
Net income (loss) | $ (96,069) | $ (75,854) | $ (74,458) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 342,303 | 189,218 | 183,839 |
Accretion | 10,496 | 14,446 | 26,470 |
Equity compensation | 9,285 | 7,334 | 7,021 |
Deferred income tax expense (benefit) | (77,702) | (43,392) | (39,555) |
Amortization of debt discount and issuance costs | 10,786 | 7,847 | 8,475 |
Contingent consideration | (4,825) | 1,307 | (69) |
Gain on sale of cost method investment | (114) | (2,925) | |
Loss on extinguishment of debt | 22,828 | ||
Impairment of long-lived assets | 8,552 | 83,169 | 10,619 |
Other | (1,820) | (2,255) | (1,962) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 5,078 | (6,824) | (20,791) |
Prepaid expenses and other | 1,210 | 536 | 1,442 |
Accounts payable | 11,391 | 4,591 | 1,335 |
Accrued expenses, deferred revenue and other liabilities | (50,966) | 26,650 | 29,273 |
Tax receivable agreement obligations to related parties | (944) | (988) | (1,142) |
Net cash provided by (used in) operating activities | 166,775 | 205,671 | 150,400 |
Investing activities | |||
Purchases of property and equipment | (56,963) | (55,926) | (71,086) |
Payments for acquisitions, net of cash acquired | (717,669) | (252,772) | (18,291) |
Other | (5,325) | 538 | 5,820 |
Net cash provided by (used in) investing activities | (779,957) | (308,160) | (83,557) |
Financing activities | |||
Proceeds from Term Loan Facility | 385,411 | 157,600 | |
Payments on Term Loan Facility | (16,500) | (13,279) | (12,912) |
Proceeds from Senior Notes | 243,453 | ||
Proceeds from Revolving Facility | 60,000 | 183,000 | |
Payments on Revolving Facility | (60,000) | (183,000) | |
Payment of loan costs | (2,500) | (2,096) | (2,178) |
Payment of debt assumed from acquisition | (154,469) | (25,262) | (218) |
Payment of data sublicense obligation | (6,433) | (5,300) | (4,321) |
Payments of deferred financing obligations | (6,987) | (5,441) | (3,243) |
Repurchase of Parent common stock | (5,772) | (1,221) | (613) |
Capital contribution from Investor Group and management | 166,881 | 3,256 | 1,999 |
Payment of contingent consideration | (5,553) | ||
Other | (582) | ||
Net cash provided by (used in) financing activities | 597,531 | 108,257 | (22,068) |
Net increase (decrease) in cash and cash equivalents | (15,651) | 5,768 | 44,775 |
Cash and cash equivalents at beginning of period | 82,306 | 76,538 | 31,763 |
Cash and cash equivalents at end of period | 66,655 | 82,306 | 76,538 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 146,521 | 135,582 | 140,771 |
Cash paid for income taxes | 3,789 | 736 | 847 |
Deferred financing obligations: | |||
Prepaid expenses and other current assets | 332 | ||
Property and equipment | 736 | 1,651 | 12,722 |
Intangible assets | 1,100 | ||
Other assets | 3,107 | 2,646 | |
Current portion of long-term debt | (3,982) | (613) | (6,377) |
Long-term debt | (1,293) | (1,038) | (8,991) |
Business combinations: | |||
Prepaid expenses and other current assets | 4,000 | ||
Goodwill | $ (4,000) | 11,345 | 5,553 |
Accrued expenses | (10,695) | $ (5,553) | |
Additional paid-in capital | $ (650) |
Nature Of Business And Organiza
Nature Of Business And Organization | 12 Months Ended |
Dec. 31, 2015 | |
Nature Of Business And Organization [Abstract] | |
Nature Of Business And Organization | 1. Nature of Busi ness and Organization Nature of Business Change Healthcare Holdings, Inc. (the “Company”), through its subsidiaries, is a provider of software and analytics, network solutions and technology-enabled services that optimize communications, payments and actionable insights designed to enable smarter healthcare. The Company’s integrated capabilities enable its customers to exchange mission critical information, optimize revenue opportunities, control costs, increase cash flows and efficiently manage complex workflows. Organization The Company was formed as a Delaware limited liability company in September 2006 and converted into a Delaware corporation in September 2008 in anticipation of the Company’s August 2009 initial public offering (the “IPO”). On November 2, 2011, pursuant to an Agreement and Plan of Merger among the Company, Change Healthcare, Inc. (“Parent”) and Beagle Acquisition Corp. (“Merger Sub”), Merger Sub merged with and into the Company with the Company surviving the merger (the “2011 Merger”). Subsequent to the 2011 Merger, the Company became an indirect wholly-owned subsidiary of Parent, which is controlled by affiliates of The Blackstone Group L.P. (“Blackstone”). |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include all subsidiaries and entities that are controlled by the Company. The results of operations for companies acquired are included in the consolidated financial statements from the effective date of acquisition. All material intercompany accounts and transactions have been eliminated in the consolidated financial statements. Reclassifications Certain reclassifications have been made to prior period financial statements to conform to the current period presentation. Effective January 1, 2015, the Company completed an internal reorganization of its reporting structure which resulted in a change in the composition of its reportable segments to software and analytics, network solutions and technology-enabled services. Segment information has been restated to reflect the current organizational structure. Effective January 1, 2015, in order to clarify the nature of its customer related postage activities, the Company also created separate captions on the statement of operations within revenue and costs and expenses, respectively. Previously, such amounts were included within revenue and costs of operations. To conform to the current presentation, costs of operations were reduced by $343,464 and $311,854 and reclassified as customer postage for the years e nded December 31, 2014 and 2013, respectively. Accounting Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors and various other assumptions that the Company believes are necessary to consider in order to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses and disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic, environmental and political factors and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the reported results of operations; and if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Estimates and assumptions by management affect: the allowance for doubtful accounts; the fair value assigned to assets acquired and liabilities assumed in business combinations; tax receivable agreement obligations; the fair value of interest rate swap obligations; contingent consideration; loss accruals; the carrying value of long-lived assets (including goodwill and intangible assets); the amortization period of long-lived assets (excluding goodwill); the carrying value, capitalization and amortization of software development costs; the provision and benefit for income taxes and related deferred tax accounts; certain accrued expenses; revenue recognition; contingencies; and the value attributed to equity awards. Business Combinations The Company recognizes the consideration transferred (i.e. purchase price) in a business combination, as well as the acquired business’ identifiable assets, liabilities and noncontrolling interests at their acquisition date fair value. The excess of the consideration transferred over the fair value of the identifiable assets, liabilities and noncontrolling interest, if any, is recorded as goodwill. Any excess of the fair value of the identifiable assets acquired and liabilities assumed over the consideration transferred, if any, is generally recognized within earnings as of the acquisition date. The fair value of the consideration transferred, assets, liabilities and noncontrolling interests is estimated based on one or a combination of income, costs or market approaches as determined based on the nature of the asset or liability and the level of inputs available to the Company (i.e. quoted prices in an active market, other observable inputs or unobservable inputs). To the extent that the Company’s initial accounting for a business combination is incomplete at the end of a reporting period, provisional amounts are reported for those items which are incomp lete. Following the adoption of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2015-16, the Company adjusts such provisional amounts in the reporting period in which the adjustment amounts are determined . Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. Allowance for Doubtful Accounts The allowance for doubtful accounts reflects the Company’s best estimate of losses inherent in the Company’s receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available evidence. Software Development Costs The Company generally provides services to its customers using software developed for internal use. The costs that are incurred to develop such software are expensed as incurred during the preliminary project stage. Once certain criteria have been met, direct costs incurred in developing or obtaining computer soft ware are capitalized. Training and maintenance costs are expensed as incurred. Capitalized software costs are included in property and equipment in the accompanying consolidated balance sheets and are amortized over a three-year period. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation, including that related to assets under capital lease, is computed using the straight-line method over the estimated useful lives of the related assets. The useful lives for newly acquired assets are generally as follows: Computer equipment 3 -5 years Production equipment 5 -7 years Office equipment, furniture and fixtures 3 -7 years Internally developed software 3 years Technology 6 -9 years Leasehold improvements Shorter of useful life or lease term Expenditures for maintenance, repair and renewals of minor items are expensed as incurred. Expenditures for maintenance repair and renewals that extend the useful life of an asset are capitalized. Goodwill and Intangible Assets Goodwill and intangible assets resulting from the Company’s acquisitions are accounted for using the acquisition method of accounting. Intangible assets with definite lives are amortized on a straight-line basis , at their inception, over the estimated useful lives of the related assets generally as follows: Customer relationships 5 - 20 years Tradenames 3 - 20 years Data sublicense agreement 6 years Non-compete agreements 2 - 5 years Premise-based software 1 - 3 years The Company assesses its goodwill for impairment annually (as of October 1 of each year) or whenever significant indicators of impairment are present. The Company first assesses whether it can reach a more likely than not conclusion that goodwill is not impaired via qualitative analysis alone. To the extent such a conclusion cannot be reached based on a qualitative assessment alone, the Company, using the assistance of a valuation specialist as appropriate, compares the fair value of each reporting unit to its associated carrying value. If the fair value of the reporting unit is less than the carrying value, then a hypothetical acquisition method allocation is performed to determine the amount of the goodwill impairment to recognize. The Company recognized no impairment in conjunction with its most recent goodwill impairment analysis. Long-Lived Assets Long-lived assets used in operations are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. Long-lived assets held for sale are reported at the lower of cost or fair value less costs to sell. Derivatives Derivative financial instruments are used to manage the Company’s interest rate exposure. The Company does not enter into financial instruments for speculative purposes. Derivative financial instruments are accounted for and measured at fair value and recorded on the balance sheet. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings (for example, in “interest expense” when the hedged transactions are interest cash flows associated with floating-rate debt). The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in interest expense in current earnings during the period of change. Equity Compensation Compensation expense related to the Company’s equity awards is generally recognized on a straight-line basis over the requisite service period. For awards subject to vesting based on market or performance conditions, however, compensation expense is recognized under the accelerated method. The fair value of the equity awards subject only to service conditions is determined by use of a Black-Scholes model. The fair value of the equity awards subject to market or performance conditions is determined by use of a Monte Carlo simulation. Revenue Recognition The Company generates most of its revenue by using technology solutions to provide services to our customers that automate and simplify business and administrative functions for payers, providers and pharmacies, generally on either a per transaction, per document, per communication, per member per month, per provider per month, monthly flat fee, contingent fee or hourly basis. Revenue for financial and admin istrative information exchange , payment and communication , risk adjustment, quality reporting and healthcare consulting s olution s are recognized as the services are provided. Postage fees related to our payment and communication s olution s volumes are recorded on a gross basis. Revenue for our eligibility and enrollment and revenue optimization s olution s generally are recognized at the time that our provider customer receives notice from the payer of a pending payment. Revenue for payment integrity s olution s are recognized at the time that notice of customer acceptance is received. Cash receipts or billings in advance of revenue recognition are recorded as deferred revenues in the accompanying consolidated balance sheets. The Company excludes sales and use tax from revenue in the accompanying consolidated statements of operations. Income Taxes The Company records deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities, as well as differences relating to the timing of recognition of income and expenses. Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including the Company’s past earnings history, expected future earnings, the character and jurisdiction of such earnings, reversing taxable temporary differences, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. The Company recognizes tax benefits for uncertain tax positions at the time the Company concludes that the tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. The benefit, if any, is measured as the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon ultimate settlement. Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the more likely than not standard, upon resolution through negotiation or litigation with the taxing authority or on expiration of the statute of limitations. Tax Receivable Agreement Obligations In connection with the IPO, the Company entered into tax receivable agreements which obligated the Company to make payments to certain current and former owners of the Company, including affiliates of Hellman & Friedman LLC (“ Hellman & Friedman ”) and certain members of management, equal to 85% of the applicable cash savings that the Company realizes as a result of tax attributes arising from certain previous transactions, including the 2011 Merger. In connection with the 2011 Merger, the Company’s former majority owner assigned its rights under the tax receivable agreements to affiliates of Blackstone (Blackstone, together with Hellman & Friedman and certain current and former members of management, are hereinafter sometimes referred to collectively as the “TRA Members”). Prior to the 2011 Merger, the Company’s balance sheet reflected these obligations at the amount that was both probable and reasonably estimable. In connection with the 2011 Merger, the tax receivable agreement obligations were adjusted to their fair value. The fair value of the obligations at the time of the 2011 Merger is being accreted to the amount of the gross expected obligations using the interest method. Changes in the amount of these obligations resulting from changes to either the timing or amount of cash flows are recognized in the period of change and measured using the discount rate inherent in the initial fair value of the obligations. The accretion of these obligations is classified as a separate caption in the accompanying consolidated statements of operations. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, which replaces most prior general and industry specific revenue recognition guidance with a principles-based comprehensive revenue recognition framework. Under this revised framework, a company will recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. This update is currently scheduled to be effective for fiscal years and interim periods beginning in tho se years after December 15, 2017. Early adoption is permitted in years beginning after December 15, 2016 . Upon adoption, a company may elect to either retrospectively restate each prior reporting period or reflect the cumulative effect of initially applying the update with an adjustment to retained earnings. The Company is currently assessing the potential effects this update may have on its consolidated financial statements. In June 2014, the FASB issued ASU No. 2014-12, which clarifies, in the context of share-based payment awards, that a performance target that affects vesting and could be achieved after the requisite service period has been rendered should be treated as a performance condition. Prior to this update, because there was no explicit guidance, there was diversity in practice among companies. This update is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this update to have a material effect on its consolidated financial statements. In January 2015 , the Company adopted FASB ASU No. 2014-08 , which changes the requirements for reporting discontinued operations. Following adoption of this update, discontinued operations generally will be reported for the disposal by sale or otherwise of a component or a group of components that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. Upon adoption, this update had no effect on the Company’s consolidated financial statements. In July 2015, the Company adopted FASB ASU No. 2015-03, which generally requires that debt issue costs related to a debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability. As a result of the adoption of this update, the Company retrospectively adjusted its consolidated balance sheet as of December 31, 2014 to reduce other assets and long-term debt, excluding current portion, by $11,128 . In July 2015, the Company adopted FASB ASU No. 2015-05, which provides guidance to customers about whether a cloud computing arrangement includes a software license and requires that all software licenses utilized in internal use software arrangements be accounted for consistent with other licenses of intangible assets. As a result, following the adoption of this update, the Company began recognizing new or materially modified software licenses within intangible assets on its consolidated balance sheet and began recognizing the related amortization of these intangible assets within amortization expense. The adoption of this update had no material effect on the Company’s consolidated financial statements. In October 2015, the Company adopted FASB ASU No. 2015-16, which simplifies the accounting for measurement period adjustments in connection with business combinations. Following the adoption of this update, the Company will recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The adoption of this update had no material effect on the Company’s consolidated financial statements. In December 2015, the Company adopted FASB ASU No. 2015-17, which requires that deferred tax assets and liabilities be classified as non-current on the classified statement of financial position (i.e. the balance sheet). As a result of the adoption of this update, the Company retrospectively adjusted its consolidated balance sheet as of December 31, 2014 to reduce current deferred income tax assets and long-term deferred income tax liabilities by $18,893 . In February 2016, the FASB issued ASU No. 2016-02, which generally requires that all lease obligations be recognized on the balance sheet at the present value of the remaining lease payments with a corresponding lease asset. This update is scheduled to be effective for fiscal years and interim periods beginning in tho se years after December 15, 2018. The Company is currently assessing the potential effects this update may have on its consolidated financial statements. |
Concentration Of Credit Risk
Concentration Of Credit Risk | 12 Months Ended |
Dec. 31, 2015 | |
Concentration Of Credit Risk [Abstract] | |
Concentration Of Credit Risk | 3. Concentration of Credit Risk The Company’s revenue is primarily generated in the United States. Changes in economic conditions, government regulations or demographic trends, among other matters, in the United States could adversely affect the Company’s revenue and results of operations. The Company maintains its cash and cash equivalent balances in either insured depository accounts or money market mutual funds. The money market mutual funds are limited to investments in low-risk securities such as United States or government agency obligations, or repurchase agreements secured by such securities. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | 4. Business Combinations In July 2014, the Company acquired all of the equity interests of Capario, Inc. (“Capario”), a technology-enabled provider of revenue cycle management solutions. In November 2014, the Company acquired all of the equity interests of Change Healthcare Corporation (“ Engagement Solutions ”), a technology-enabled provider of healthcare consumer engagement and transparency solutions. In December 2014, the Company acquired all of the equity interests of Adminisource Communications, Inc. (“Adminisource”), a technology-enabled provider of payment and communication solutions. In August 2015, the Company acquired all of the equity interests of Altegra Health, Inc. (“Altegra Health”), a technology-enabled provider that assists payers and risk bearing providers with analytics and reporting capabilities for risk adjustment, member engagement and quality analysis to achieve actionable insights and improved management for value-based healthcare. The following table summarizes certain information related to these acquisitions. The preliminary values of the consideration transferred, assets acquired and liabilities assumed in the Altegra Health acquisition , including the related tax effects, are subject to change upon the resolution of pre-acquisition contingencies ($ 5,658 of which are included as liabilities in the table below) and the receipt of a final valuation and working capital settlement. Altegra Health Adminisource Engagement Solutions Capario Total Consideration Fair Value at Acquisition Date: Cash paid at closing $ 735,669 $ 34,825 $ 138,329 $ 89,423 Contingent consideration — — 4,730 — Parent options fair value — — 650 — Other (4,000) (925) 80 (219) $ 731,669 $ 33,900 $ 143,789 $ 89,204 Allocation of the Consideration Transferred: Cash $ 17,176 $ — $ 8,053 $ 2,292 Accounts receivable 52,977 6,474 335 4,839 Prepaid expenses and other current assets 7,691 466 397 1,113 Deferred income tax assets — 3,797 9,170 — Property and equipment 40,521 874 7,953 9,580 Identifiable intangible assets: Tradename 17,930 108 5,300 900 Noncompetition agreements 43,040 — 2,840 2,740 Customer relationships 351,290 21,230 4,430 38,510 Other 633 — — — Goodwill 532,276 3,223 109,994 76,279 Accounts payable (836) (279) (174) (2,270) Accrued sales taxes (5,380) — — — Other accrued expenses (51,585) (1,993) (2,203) (8,818) Deferred revenues (5,100) (306) (2) Current maturities of long-term debt — — — (2,600) Deferred income tax liabilities (114,495) — — (14,367) Long-term debt (154,469) — (2,000) (18,785) Other long-term liabilities — — — (207) Total consideration transferred $ 731,669 $ 33,900 $ 143,789 $ 89,204 Acquisition costs in sales, marketing, general and administrative expense: For the year ended December 31, 2015 $ 4,685 $ — $ 48 $ — For the year ended December 31, 2014 $ — $ 553 $ 732 $ 975 For the year ended December 31, 2013 $ — $ — $ — $ — Altegra Health Adminisource Engagement Solutions Capario Other Information: Gross contractual accounts receivable $ 54,608 $ 7,521 $ 335 $ 5,112 Amount not expected to be collected $ 1,631 $ 1,047 $ — $ 273 Goodwill expected to be deductible for tax purposes $ — $ — $ — $ — Contingent Consideration Information: Contingent consideration range N/A N/A $0 - $50,000 N/A Measurement period N/A N/A January 1, 2015 to December 31, 2017 N/A Basis of measurement N/A N/A Revenue performance N/A Type of measurement N/A N/A Level 3 N/A Key assumptions at the acquisition date: Range of annual revenue performance N/A N/A $5,516 - $51,376 N/A Expected payment date(s) N/A N/A 2016 -2018 N/A Discount rate(s) N/A N/A 10.5% to 11.3% N/A Increase (decrease) to net loss: For the year ended December 31, 2015 N/A N/A $ (4,730) N/A For the year ended December 31, 2014 N/A N/A $ — N/A For the year ended December 31, 2013 N/A N/A $ — N/A The Company generally recognizes goodwill attributable to the assembled workforce and expected synergies among the operations of the acquired entities and the Company’s existing operations. In the case of the Company’s acquisitions of operating companies, synergies generally have resulted from the elimination of duplicative facilities and personnel costs and cross selling opportunities among the Company’s existing customer base. Goodwill is generally deductible for federal income tax purposes when a business combination is treated as an asset purchase. Goodwill is generally not deductible for federal income tax purposes when the business combination is treated as a stock purchase. |
Property And Equipment
Property And Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property And Equipment [Abstract] | |
Property And Equipment | 5. Property and Equipment Property and equipment as of December 31, 2015 and 2014, consisted of the following: 2015 2014 Computer equipment $ 72,628 $ 71,700 Production equipment 25,484 24,266 Office equipment, furniture and fixtures 12,766 12,019 Software 177,833 147,211 Technology 192,157 171,433 Leasehold improvements 36,745 36,105 Construction in process 42,774 25,077 560,387 487,811 Less accumulated depreciation (316,242) (243,658) Property and equipment, net $ 244,145 $ 244,153 Depreciation expense w as $90,294 , $88,068 and $80,538 for the years ended December 31, 2015, 2014 and 2013, respectively. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets [Abstract] | |
Goodwill And Intangible Assets | 6. Goodwill and Intangible Assets The following table presents the changes in the carrying amount of goodwill for the indicated periods. Software and Analytics Network Solutions Technology-enabled Services Total Balance at December 31, 2013 $ 431,667 $ 574,561 $ 496,206 $ 1,502,434 Acquisitions 149,866 46,511 4,025 200,402 Other — (267) — (267) Balance at December 31, 2014 581,533 620,805 500,231 1,702,569 Acquisitions 532,276 — — 532,276 Other (3,943) — (802) (4,745) Balance at December 31, 2015 $ 1,109,866 $ 620,805 $ 499,429 $ 2,230,100 Intangible assets subject to amortization as of December 31, 2015 consisted of the following: Weighted Gross Average Carrying Accumulated Remaining Life Amount Amortization Net Customer relationships 14.6 $ 1,979,182 $ (350,846) $ 1,628,336 Tradenames 5.2 24,775 (2,757) 22,018 Non-compete agreements 1.7 61,852 (21,529) 40,323 Data sublicense agreement 1.8 31,000 (21,821) 9,179 Other 2.6 11,654 (3,647) 8,007 Total $ 2,108,463 $ (400,600) $ 1,707,863 Amortization expense was $252,009 , $101,150 and $103,301 for the years ended December 31, 2015, 2014 and 2013, respectively. Aggregate future amortization expense for intangible assets is estimated to be: 2016 $ 147,658 2017 134,933 2018 120,587 2019 114,614 2020 112,931 Thereafter 1,077,140 $ 1,707,863 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 7 . Accrued Expenses Accrued expenses as of December 31, 201 5 and 201 4 consisted of the following: 2015 2014 Customer deposits $ 29,136 $ 28,618 Accrued compensation 34,235 31,786 Accrued rebates 7,494 10,272 Accrued telecommunications 4,257 5,196 Accrued outside services 8,387 7,722 Accrued insurance 4,208 5,338 Accrued income, sales and other taxes 9,180 3,183 Accrued interest 7,376 1,828 Interest rate swap agreement 1,870 2,567 Accrued liabilities for purchases of property and equipment 2,883 2,833 Current portion of contingent consideration 4,650 11,548 Current portion of tax receivable agreement obligations to related parties 986 945 Pass-through payments 28,222 48,072 Other accrued liabilities 24,285 15,298 $ 167,169 $ 175,206 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 8 . Long-Term Debt The Company’s long-term indebtedness is comprised of a senior secured term loan facility (as amended, the “Term Loan Facility”), a revolving credit facility (the “Revolving Facility”; together with the Term Loan Facility, the “Senior Credit Facilities”), 11% senior notes due 2019 (the “2019 Notes”), 11.25% senior notes due 2020 (the “2020 Notes”) and 6% senior notes due 2021 (the “2021 Notes”; together with the 2019 Notes and 2020 Notes, the “Senior Notes”) . Long-term debt as of December 31, 201 5 and 201 4 consisted of the following: December 31, December 31, 2015 2014 Senior Credit Facilities $1,696 million Senior Secured Term Loan facility, due November 2, 2018 , net of unamortized discount of $23,511 and $20,016 at December 31, 2015 and December 31, 2014, respectively (effective interest rate of 4.29% ) $ 1,621,981 $ 1,245,376 $160 million Senior Secured Term Loan facility, due November 2, 2018 , net of unamortized discount of $3,334 and $4,438 at December 31, 2015 and December 31, 2014, respectively (effective interest rate of 4.54% ) 154,666 155,162 $125 million Senior Secured Revolving Credit facility, expiring on November 2, 2016 and bearing interest at a variable base rate plus a spread rate — — Senior Notes $375 million 11% Senior Notes due December 31, 2019 , net of unamortized discount of $6,299 and $7,477 at December 31, 2015 and December 31, 2014, respectively (effective interest rate of 11.53% ) 368,701 367,523 $375 million 11.25% Senior Notes due December 31, 2020 , net of unamortized discount of $8,471 and $9,651 at December 31, 2015 and December 31, 2014, respectively (effective interest rate of 11.85% ) 366,529 365,349 $250 million 6% Senior Notes due February 15, 2021 , net of unamortized discount of $6,161 and $0 at December 31, 2015 and December 31, 2014, respectively (effective interest rate of 6.57% ) 243,839 — Obligation under data sublicense agreement 10,810 17,237 Other 7,427 12,129 Less current portion (32,775) (27,308) Long-term debt $ 2,741,178 $ 2,135,468 Senior Credit Facilities The credit agreement governing the Senior Credit Facilities (the “Senior Credit Agreement”) provides that, subject to certain conditions, the Company may request additional tranches of term loans, increase commitments under the Revolving Facility or the Term Loan Facility or add one or more incremental revolving credit facility tranches (provided that the revolving credit commitments outstanding at any time have no more than three different maturity dates) in an aggregate amount not to exceed (a) $300,000 plus (b) an unlimited amount at any time, subject to compliance on a pro forma basis with a first lien net leverage ratio of no greater than 4.00 to 1.00. Availability of such additional tranches of term loans or revolving credit facilities and/or increased commitments is subject to, among other conditions, the absence of any default under the Senior Credit Agreement and the receipt of commitments by existing or additional financial institutions. Proceeds of the Revolving Facility, including up to $30,000 in the form of borrowings on same-day notice, referred to as swingline loans, and up to $50,000 in the form of letters of credits ( $6,745 outstanding as of December 31, 2015), are available to provide financing for working capital and general corporate purposes. Borrowings under the Senior Credit Facilities bear interest at an annual rate equal to an applicable margin plus, at the Company’s option, either (a) a base rate determined by reference to the highest of (i) the applicable prime rate, (ii) the federal funds rate plus 0.50% and (iii) a LIBOR rate determined by reference to the costs of funds for United States dollar deposits for an interest period of one month, adjusted for certain additional costs, plus 1.00% , which base rate, in the case of the Term Loan Facility only, shall be no less than 2.25% , or (b) a LIBOR rate determined by reference to the costs of funds for United States dollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, which, in the case of the Term Loan Facility only, shall be no less than 1.25% . In April 2012, the Company amended the Senior Credit Agreement to reprice the Senior Credit Facilities and borrow $80,000 of additional term loans. In April 2013, the Company again amended the Senior Credit Agreement to further reprice, and also to modify certain financial covenants under the Senior Credit Facilities. Following the April 2013 amendment, the interest rate on both the Term Loan Facility and Revolving Facility is LIBOR plus 2.50% . The Term Loan Facility remains subject to a LIBOR floor of 1.25% , and there continues to be no LIBOR floor on the Revolving Facility. In connection with the April 2013 repricing, the Senior Credit Agreement also was amended to, among other things, eliminate the financial covenant related to the consolidated cash interest coverage ratio and modify the financial covenant related to the net leverage test by maintaining the required first lien net leverage ratio at 5.35 to 1.00 for the remaining term of the Senior Credit Facilities. In December 2014 and August 2015, through further amendments to the Senior Credit Agreement, the Company borrowed an additional $160,000 and $395,000 , respectively, under incremental term loan facilities on identical terms and having the same rights and obligations as the existing term loans under the Senior Credit Agreement. In addition to paying interest on outstanding principal under the Senior Credit Facilities, the Company is required to pay customary agency fees, letter of credit fees and a 0.50% commitment fee in respect of the unutilized commitments under the Revolving Facility. The Senior Credit Agreement requires that the Company prepay outstanding loans under the Term Loan Facility, subject to certain exceptions, with (a) 100% of the net cash proceeds of any incurrence of debt other than debt permitted under the Senior Credit Agreement, (b) 50% (which percentage will be reduced to 25% and 0% based on the Company’s first lien net leverage ratio) of the Company’s annual excess cash flow and (c) 100% of the net cash proceeds of certain asset sales and casualty and condemnation events, subject to reinvestment rights and certain other exceptions. The Company generally may voluntarily prepay outstanding loans under the Senior Credit Facilities at any time without premium or penalty other than breakage costs with respect to LIBOR loans. The Company is required to make quarterly payments equal to 0.25% of the aggregate principal amount of the loans under the Term Loan Facility, with the balance due and payable on November 2, 2018 . Any principal amount outstanding under the Revolving Facility is due and payable on November 2, 2016 . Certain of the Company’s United States wholly-owned restricted subsidiaries, together with the Company, are co-borrowers and jointly and severally liable for all obligations under the Senior Credit Facilities. Such obligations of the co-borrowers are unconditionally guaranteed by Change Healthcare Intermediate Holdings, Inc. (a direct wholly-owned subsidiary of Parent), the Company and each of its existing and future United States wholly-owned restricted subsidiaries (with certain exceptions including immaterial subsidiaries). These obligations are secured by a perfected security interest in substantially all of the assets of the co-borrowers and guarantors now owned or later acquired, including a pledge of all of the capital stock of the Company and its United States wholly-owned restricted subsidiaries and 65% of the capital stock of its foreign restricted subsidiaries, subject in each case to the exclusion of certain assets and additional exceptions. The Senior Credit Agreement requires the Company to comply with a maximum first lien net leverage ratio financial maintenance covenant, to be tested on the last day of each fiscal quarter. A breach of the first lien net leverage ratio covenant is subject to certain equity cure rights. In addition, the Senior Credit Facilities contain a number of negative covenants that, among other things and subject to certain exceptions, restrict the Company’s ability and the ability of its subsidiaries to: · incur additional indebtedness or guarantees; · incur liens; · make investments, loans and acquisitions; · consolidate or merge; · sell assets, including capital stock of subsidiaries; · pay dividends on capital stock or redeem, repurchase or retire capital stock of the Company or any restricted subsidiary; · alter the business of the Company; · amend, prepay, redeem or purchase subordinated debt; · engage in transactions with affiliates; and · enter into agreements limiting dividends and distributions of certain subsidiaries. The Senior Credit Agreement also contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default (including upon change of control). As of December 31, 2015, the Company believes it was in compliance with all of the applicable debt covenants under the Senior Credit Agreement. Senior Notes The 2019 Notes bear interest at an annual rate of 11.00% with interest payable semi-annually on June 30 and December 31 of each year. The 2019 Notes mature on December 31, 2019 . The 2020 Notes bear interest at an annual rate of 11.25% with interest payable quarterly on March 31, June 30, September 30 and December 31 of each year. The 2020 Notes mature on December 31, 2020 . The 2021 Notes bear interest at an annual rate of 6.00% with interest payable semi-annually on April 15 and October 15 of each year, commencing on April 15, 2016 . The 2021 Notes mature on February 15, 2021 . The Company may redeem the 2019 Notes, the 2020 Notes or both, in whole or in part, at any time on or after December 31, 2015 at the applicable redemption price, plus accrued and unpaid interest. The Company may redeem the 2021 Notes, in whole or in part, at any time on or after August 15, 2017 at the applicable redemption price, plus accrued and unpaid interest. At any time prior to August 15, 2017, the Company may, at its option and on one or more occasions, redeem up to 40% of the aggregate principal amount of the 2021 Notes at a redemption price equal to 100% of the aggregate principal amount, plus a premium and accrued and unpaid interest with the net cash proceeds of certain equity offerings. At any time prior to August 15, 2017, the Company may redeem the 2021 Notes, in whole or in part, at its option and on one or more occasions, at a redemption price equal to 100% of the principal amount, plus a “make-whole premium” and accrued and unpaid interest. If the Company experiences specific kinds of changes in control, it must offer to purchase the Senior Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest. The Senior Notes are senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future indebtedness and senior in right of payment to all of its existing and future subordinated indebtedness. The Company’s obligations under the Senior Notes are guaranteed on a senior basis by all of its existing and subsequently acquired or organized wholly-owned United States restricted subsidiaries that guarantee the Senior Credit Facilities or its other indebtedness or indebtedness of any affiliate guarantor. The Senior Notes and the related guarantees are effectively subordinated to the Company’s existing and future secured obligations and that of its affiliate guarantors to the extent of the value of the collateral securing such obligations, and are structurally subordinated to all existing and future indebtedness and other liabilities of any of the Company’s subsidiaries that do not guarantee the Senior Notes. The indentures governing the Senior Notes (the “Indentures”) contain customary covenants that restrict the ability of the Company and its restricted subsidiaries to: · pay dividends on capital stock or redeem, repurchase or retire capital stock of the Company, subject to customary exceptions, including compliance with a fixed charge coverage ratio and subject to limitation based on net income generated during the term of the Indentures; · incur additional indebtedness or issue certain capital stock; · incur certain liens; · make investments, loans, advances and acquisitions; · consolidate, merge or transfer all or substantially all of their assets and the assets of their subsidiaries; · prepay subordinated debt; · engage in certain transactions with affiliates; and · enter into agreements restricting the subsidiaries’ ability to pay dividends. The Indentures also contain certain customary affirmative covenants and events of default. As of December 31, 2015, the Company believes it was in compliance with all of the applicable debt covenants under the Senior Notes . Obligation Under Data Sublicense Agreement In 2009 and 2010, the Company acquired certain additional rights to specified uses of its data from the former owner of the Company’s business in order to broaden the Company’s ability to pursue business intelligence and data analytics solutions for payers and providers. The Company previously licensed exclusive rights to this data to the former owner of the Company’s business. In connection with these data rights acquisitions, the Company recorded amortizable intangible assets and corresponding obligations at inception based on the present value of the scheduled annual payments through 2018, which totaled $65,000 in the aggregate (approximately $12,700 remained payable at December 31, 201 5 ). In connection with the 2011 Merger, the Company was required to adjust this obligation to its fair value. Other From time to time, the Company enters into deferred financing arrangements with certain vendors. The obligations under such arrangements are recorded at the present value of the scheduled payments. Such future payments totaled approximately $7,500 at December 31, 201 5 . Aggregate Future Maturities The aggregate amounts of future maturities under long-term debt arrangements are as follows: Years Ending December 31, 2016 $ 32,775 2017 22,311 2018 1,766,643 2019 375,000 2020 375,000 Thereafter 250,000 $ 2,821,729 |
Interest Rate Swap
Interest Rate Swap | 12 Months Ended |
Dec. 31, 2015 | |
Interest Rate Swap [Abstract] | |
Interest Rate Swap | 9 . Interest Rate Swap Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. In January 2012, the Company executed three interest rate swap agreements to hedge the variable cash flows associated with existing variable-rate debt pursuant to the Term Loan Facility. As of December 31, 201 5 , the Company had outstanding interest rate derivatives with a combined notional amount of $640,000 that were designated as cash flow hedges of interest rate risk. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $2,5 62 will be reclassified as an increase to interest expense. The following table summarizes the fair value of the Company’s derivative instruments at December 31, 2015 and 2014 , respectively: Fair Values of Derivative Instruments Asset (Liability) Derivatives December 31, December 31, Balance Sheet Location 2015 2014 Derivatives designated as hedging instruments: Interest rate swaps Other assets $ — $ 222 Interest rate swaps Accrued expenses (1,870) (2,567) Interest rate swaps Other long-term liabilities (556) — $ (2,426) $ (2,345) Tabular Disclosure of the Effect of Derivative Instruments on the Statement of Operations The effect of the derivative instruments on the accompanying consolidated statements of operations for t he years ended December 31, 2015, 2014 and 201 3 , respectively, is summarized in the following table: Year Ended December 31, 2015 2014 2013 Derivatives in Cash Flow Hedging Relationships Gain/ (loss) related to effective portion of derivative recognized in other comprehensive loss $ (2,668) $ (3,255) $ (1,559) Gain/ (loss) related to effective portion of derivative reclassified from accumulated other comprehensive loss to interest expense $ (2,587) $ (2,587) $ (2,586) Credit Risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company also could be declared in default on its derivative obligations. As of December 31, 201 5 , the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $ 3,117 . If the Company had breached any of thes e provisions at December 31, 2015 , the Company could have been required to settle its obligations under the agreements at this termination value. The Company does not offset any derivative instruments and the derivative instruments are not subject to collateral posting requirements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 1 0 . Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company’s assets and liabilities that are measured at fair value on a recurring basis consist of the Company’s derivative financial instruments and contingent consideration associated with business combinations. The table below summarizes the se items as of December 31, 2015 , aggregated by the level in the fair value hierarchy within which those measurements fall. Quoted in Significant Balance at Markets Significant Other Unobservable December 31, Identical Observable Inputs Inputs Description 2015 (Level 1) (Level 2) (Level 3) Interest rate swaps $ (2,426) $ — $ (2,426) $ — Contingent consideration obligations (4,650) — — (4,650) Total $ (7,076) $ — $ (2,426) $ (4,650) The valuation of the Company’s derivative financial instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair value of the interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments) using the overnight index swap rate as the discount rate. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements and measures the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs to evaluate the likelihood of default by itself and by its counter parties. As of December 31, 2015 , the Company determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The valuation of the Company’s contin gent consideration obligations wa s estimated as the present value of total expected contingent consideration payments which were determined using a Monte Carlo simulation. This analysis reflects the contractual terms of the purchase agreement and utilized assumptions with regard to future sales, probabilities of achieving such future sales, the timing of the expected payments and a discount rate. Significant increases with respect to assumptions as to future sales and probabilities of achieving such future sales would have result ed in a higher fair value measurement while an increase in the discount rate would have result ed in a lower fair value measurement. The table below presents a reconciliation of the fair value of the liabilities that use significant unobservable inputs (Level 3). Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Fiscal Year Ended December 31, 2015 2014 2013 Balance at beginning of period $ (17,486) $ (5,484) $ (296) Adjustment of provisional amounts (50) — — Issuance of contingent consideration — (10,695) (5,553) Settlement of contingent consideration 8,061 — 296 Total changes included in contingent consideration 4,825 (1,307) 69 Balance at end of period $ (4,650) $ (17,486) $ (5,484) In January 2015, the Company paid approximately $8,057 to the former stockholders of Goold Health Systems in full satisfaction of its contingent consideration liability. In April 2015, the Company exercised its option to terminate all future obligations under the Vieosoft Inc. (“Vieosoft”) stock purchase agreement in exchange for a future cash payment of $4,650 to the former stockholders of Vieosoft. This termination payment was not accepted and the former stockholders of Vieosoft have filed a lawsuit against the Company. In September 2015, the Company concluded that Engagement Solutions will not achieve the performance requirements necessary to earn future contingent consideration payments. As a result, the Company recognized a gain of $4,730 to eliminate the contingent consideration obligation. Assets and Liabilities Measured at Fair Value on a Non-recurring Basis During the year ended December 31, 2015, the Company determined, as a result of technology challenges, slower than expected customer adoption, and management attrition, that one of its recently developed products in the network solutions segment may be impaired. As a result, the Company was required to assess the recoverability of the net assets included in the relevant asset group. The Company recognized an impairment charge, measured as of December 31, 2015, to adjust the carrying value of the asset group to its fair value. This impairment charge was allocated to the affected-long-lived assets on a pro rata basis. In addition, throughout 2015 the Company abandoned certain hardware and software in connection with the continued migration of software development to a cloud-based environment. Among this abandoned hardware and software was a complete redevelopment of an existing software and analytics’ solution in this cloud-based environment. During the year ended December 31, 2014, the Company’s technology-enabled services segment received notice that its existing contract with a customer would not be renewed in full upon its expiration. As a result, the Company abandoned a customer related project that was under development and assessed the recoverability of the net assets included in the relevant asset group. The Company recognized an impairment charge , measured as of April 30, 2014, to write off the abandoned project and to adjust the carrying value of the asset group to its fair value. This latter impairment charge was generally allocated to the affected long-lived assets on a pro rata basis. Additionally, the Company abandoned certain network solutions and technology-enabled services segment development projects in connection with execution of certain strategic initiatives during the year ended December 31, 2014. The following table summarizes the affected financial statement captions, the allocation of the impairment charges among those captions and provides certain quantitative information associated with the required fair value measurements. Range of Inputs Fair Value Impairment 2015 2014 2015 2014 2015 2014 Long-lived assets to be held and used (Level 3) Relevant asset group N/A N/A $ 786 $ 13,066 $ 4,995 $ 73,220 Balance sheet account: Customer relationships N/A N/A N/A N/A N/A $ 72,290 Non-compete agreements N/A N/A N/A N/A $ 672 N/A Other intangible assets N/A N/A N/A N/A 1,464 N/A Property and equipment N/A N/A N/A N/A 2,859 $ 930 Unobservable inputs (discounted cash flow method): Probability of contract extension N/A 80% N/A N/A N/A N/A Probability of new contract execution N/A 20% - 90% N/A N/A N/A N/A Expected annual revenue range $101 - $5,443 $3,080 - $3,590 N/A N/A N/A N/A Remaining life of the asset group 7 years N/A N/A N/A N/A N/A Discount rate 14.9% N/A N/A N/A N/A N/A Risk free interest rate N/A 1.6% N/A N/A N/A N/A Long-lived assets to be disposed of Property and Equipment N/A N/A $ — $ — $ 3,557 $ 9,949 Assets and Liabilities Measured at Fair Value upon Initial Recognition The carrying amount and the estimated fair value of financial instruments held by the Company as of December 31, 2015 were: Carrying Amount Fair Value Cash and cash equivalents $ 66,655 $ 66,655 Accounts receivable $ 280,858 $ 280,858 Senior Credit Facilities (Level 1) $ 1,776,647 $ 1,774,860 Senior Notes (Level 2) $ 979,069 $ 1,026,250 The carrying amounts of cash equivalents and accounts receivable approximate fair value because of their short-term maturities. The fair value of long-term debt is based upon market quotes and trades by investors in partial interests of these instruments. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Commitments [Abstract] | |
Commitments | 1 1 . Commitments Lease Commitments The Company recognizes lease expense on a straight-line basis, including predetermined fixed escalations, over the initial lease term including reasonably assured renewal periods from the time that the Company controls the leased property. The Company leases its offices and other facilities under operating lease agreements that expi re at various dates through 2027 . Future minimum lease commitments under these non-cancellable lease ag reements as of December 31, 2015 were as follows: Years Ending December 31: 2016 $ 14,748 2017 12,947 2018 11,466 2019 6,646 2020 5,407 Thereafter 19,019 Total minimum lease payments $ 70,233 Total rent expense for all operating leases was $14,806 , $12,991 and $12,625 for t he years ended December 31, 2015 , 201 4 and 201 3 , respectively. Post-employment Benefits The Company generally offers post-employment benefits to its employees in the case of certain employee termination events consisting of severance and outplacement services. The extent of such benefits vary based on employee title and, in some cases, accumulate based on the respective employee’s years of service to the Company. Due to the episodic nature of the Company’s severance benefit history and the inability to reasonably predict future termination events, no accrual for accumulating severance benefits is accrued until the point that the payment of a severance benefit is probable and can be reasonably estimated. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2015 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | 12. Legal Proceedings The Company finalized and paid $8,000 related to the settlement of a vendor fee dispute in 2014, with $3,000 and $5,000 of this amount recognized within sales, marketing, general and administrative expense during the years ended December 31, 2014 and 2013, respectively. Additionally, in the normal course of business, the Company is involved in various claims and legal proceedings. While the ultimate resolution of these matters has yet to be determined, the Company does not believe that their outcomes will have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. |
Incentive Compensation Plans
Incentive Compensation Plans | 12 Months Ended |
Dec. 31, 2015 | |
Incentive Compensation Plans [Abstract] | |
Incentive Compensation Plans | 13. Incentive Compensation Plans Equity Compensation Plans In connection with the 2011 Merger, Parent assumed the Change Healthcare, Inc. Amended and Restated 2009 Equity Incentive Plan (the “Parent Equity Plan”). Pursuant to the Parent Equity Plan, 180,950 shares of Parent common stock have been reserved for the issuance of equity awards to employees, directors and consultants of Parent and its affiliates. Equity Awards Parent grants equity-based awards of Parent common stock to certain employees and directors under the Parent Equity Plan. Grants under the Parent Equity Plan consist of one, or a combination of, time-vested awards and/or performance-based awards. In each case, the equity awards are subject to certain call rights by Parent in the event of termination of service by the award holder and put rights by the award holder or his/her beneficiaries in the event of death or disability. The Company’s practice is to repurchase shares of Parent common stock held by former employees no earlier than six months following issuance of such shares of Parent common stock. As of December 31, 2015, the Company expects to repurchase 205 such shares of Parent common stock. Rollover Awards: In connection with the 2011 Merger, certain outstanding grants for members of senior management under the Parent Equity Plan were exchanged for new options of Parent common stock (the “Rollover Awards). Time Vested Awards: The time-vested awards consist of the following: (i) Tier I Time Awards were granted with an exercise price equal to the fair value of Parent common stock on the date of grant and generally vest in equal 20% installments on the first through fifth anniversary of the 2011 Merger or the grant date, subject to the award holder’s continued employment through each vesting date. The Company estimates the fair value of the Tier I Time Awards using the Black-Scholes option pricing model. As of December 31, 2015, unrecognized compensation expense related to Tier I Time Awards was $29,960 . This expense is expected to be recognized over a weighted average period of 2.24 years. (ii) Tier II Time Awards were granted with an exercise price greater than the fair value of Parent common stock on the date of grant and generally vest in equal 20% installments on the first through fifth anniversary of the 2011 Merger or grant date, subject to the award holder’s continued employment through each vesting date. As the Tier II Time Awards were granted with an exercise price that was significantly out of the money as of the grant date, the Tier II Time Awards contain an implied market condition. As a result, the requisite service period is the longer of the explicit and derived service periods. The Company estimates the fair value of the Tier II Time Awards using a Monte Carlo simulation. As of December 31, 2015, unrecognized compensation expense related to the Tier II Time Awards was $1,250 . This expense is expected to be recognized over a weighted average period of 1.87 years. Performance Awards: The performance awards were granted with an exercise price equal to the fair value of Parent common stock on the date of grant and vest, subject to the employee’s continued employment through the vesting date, on the date when Blackstone has sold at least 25% of the maximum number of Parent shares held by it (i.e. a liquidity event) and achieved a specified rate of return. The Company values the performance awards using a Monte Carlo simulation. Because vesting of the performance awards is contingent upon the occurrence of a liquidity event, no compensation expense has been recorded related to the performance awards. In the event that a sale by Blackstone of at least 25% of its stock occurs, the Company will record all related compensation expense at that time. As of December 31, 2015, unrecognized compensation expense related to the performance awards was $28,718 . Restricted Stock Units: During 2014, the Company granted 1,500 restricted stock units with a grant date fair value of $1,020 to vest in 20% equal installments on the first through fifth anniversary of the grant date, subject to the employee’s continued employment through each vesting date. As of December 31, 2015, 300 stock units were vested with an intrinsic value of $440 at the time of vesting and unrecognized compensation expense related to the restricted stock units was $998 . This expense is expected to be recognized over a weighted average period of 1.94 years. Modification of Awards In September 2013, awards granted to the Company’s former chief executive officer were modified to accelerate vesting and extend the period to exercise a portion of the Tier I Time Awards and Performance Awards for three years following his termination. In November 2014, awards granted to a former executive were modified to extend the period to exercise vested options following his termination. The former executive’s exercise period for the Tier I Time Awards was extended to fourteen months following his termination, and total incremental compensation cost recognized as a result of these modifications to the Tier I Time Awards was $167 and $970 for the years ended December 31, 2014 and 2013, respectively. Activity Summary A summary of award activity under the Parent Equity Plan for the year ended December 31, 2015, is presented separately below for awards valued using the Black Scholes option pricing model and a Monte Carlo simulation. Awards Valued Using the Black Scholes Option Pricing Model Weighted Average Weighted Average Remaining Aggregate Awards Exercise Price Contractual Term Intrinsic Value Tier I Time Rollover Tier I Time Rollover Tier I Time Rollover Tier I Time Rollover Awards Awards Awards Awards Awards Awards Awards Awards Outstanding at January 1, 2015 61,370.0 2,582.0 $ 1,074 $ 220 8.4 7.4 $ 24,005 $ 3,215 Granted 18,182.5 — 1,682 — Exercised (1,586.2) (240.0) 1,003 250 1,035 292 Expired — — — — Forfeited (3,850.8) — 1,117 — Outstanding at December 31, 2015 74,115.5 2,342.0 $ 1,218 $ 217 7.9 6.5 $ 40,942 $ 3,637 Exercisable at December 31, 2015 29,295.2 2,342.0 $ 1,030 $ 217 7.0 6.5 $ 21,685 $ 3,637 Awards Valued Using a Monte Carlo Simulation Weighted Average Weighted Average Remaining Aggregate Awards Exercise Price Contractual Term Intrinsic Value Tier II Time Performance Tier II Time Performance Tier II Time Performance Tier II Time Performance Awards Awards Awards Awards Awards Awards Awards Awards Outstanding at January 1, 2015 14,250.0 59,572.5 $ 2,500 $ 1,074 8.2 8.4 $ — $ — Granted — 18,182.5 — 1,681 Exercised — — — — Expired — — — — Forfeited — (10,182.5) — 1,084 Outstanding at December 31, 2015 14,250.0 67,572.5 $ 2,500 $ 1,237 7.2 8.0 $ — $ — Exercisable at December 31, 2015 7,990.0 — $ 2,500 $ — 6.9 — $ — $ — Restricted Stock Units Restricted Stock Units Unvested at December 31, 2014 1,500 Granted — Canceled — Vested 300 Unvested at December 31, 2015 1,200 Black-Scholes and Monte Carlo Simulation Option Pricing Model Assumptions The following table summarizes the weighted average grant date fair values of awards valued using the Black-Scholes and Monte Carlo Simulation option pricing models, as appropriate, and the weighted average assumptions used to develop the fair value estimates under each of the valuation models for the years ended December 31, 2015, 2014 and 2013, respectively: Tier I Tier II Performance Year Ended December 31, 2015: Time Awards Time Awards Awards Weighted average grant date fair value $ 864.02 N/A $ 465.06 Expected volatility 51.24 % N/A 50.70 % Risk-free interest rate 1.76 % N/A 1.70 % Expected term (years) 6.49 N/A N/A Year Ended December 31, 2014: Weighted average grant date fair value $ 721.62 $ 399.07 $ 409.74 Expected volatility 59.22 % 55.87 % 54.01 % Risk-free interest rate 1.93 % 2.76 % 2.35 % Expected term (years) 6.50 N/A N/A Year Ended December 31, 2013: Weighted average grant date fair value $ 606.70 $ 399.07 $ 371.61 Expected volatility 62.05 % 55.87 % 55.87 % Risk-free interest rate 1.77 % 2.76 % 2.76 % Expected term (years) 6.48 N/A N/A Expected dividend yield — The Company is subject to limitations on the payment of dividends under its Senior Credit Facilities as further discussed in Note 8 above to these consolidated financial statements. An increase in the dividend yield will decrease compensation expense. Expected volatility — This is a measure of the amount by which the price of the equity instrument has fluctuated or is expected to fluctuate. The expected volatility was based upon the levered median historical volatility of a group of guideline companies. An increase in the expected volatility will increase compensation expense. Risk-free interest rate — This is the U.S. Treasury rate for the week of the grant having a term approximating the expected life of the award. An increase in the risk-free interest rate will increase compensation expense. Expected term — This is the period of time over which the awards are expected to remain outstanding. The Company estimates the expected term as the mid-point between the actual or expected vesting date and the contractual term. An increase in the expected term will increase compensation expense. Summary of Equity Compensation Expense For the years ended December 31, 2015, 2014 and 2013, the Company recognized expense of $9,285 , $7,334 and $7,021 , and an income tax benefit of $550 , $733 and $59 , respectively, in the aggregate related to its equity compensation arrangements. Long Term Cash Incentive Plan During 2013, the Company adopted the Change Healthcare Holdings, Inc. Long Term Cash Incentive Plan (the “LTIP”). Under the terms of the LTIP, each participant has the opportunity to accrue a specified percentage of their respective annual base salary during each year of the 2013 to 2017 performance period based on the amount by which earnings before interest, taxes, depreciation and amortization of the participants designated business unit exceed a specified threshold. Aggregate payments under the LTIP will occur only in connection with a change in control of the Company and generally require the continued service of the respective participants through the date of the change in control. At December 31, 2015, based on current participants, the maximum amount of cash payments that could be payable under the LTIP in the event of a change in control are $7,011 . As of December 31, 2015, an estimated $3,517 of this maximum amount has been earned by the participants and would be payable in the event of a change in control. Because any payments under the LTIP are contingent upon a change in control, no amounts under the LTIP have been accrued in the accompanying consolidated balance sheets. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2015 | |
Retirement Plans [Abstract] | |
Retirement Plans | 14. Retirement Plans Employees of the Company may participate in a 401k plan, which provides for matching contributions from the Company. Expenses related to this 401k plan were $6,322 , $5,174 and $ 4,942 for the years ended December 31, 2015, 2014 and 2013, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 15. Income Taxes The income tax provision (benefit) for the years ended December 31, 2015, 2014 and 2013, respectively, was as follows: Year Ended December 31, 2015 2014 2013 Current: Federal $ — $ (1,063) $ 349 State 3,359 2,590 2,521 Current income tax provision (benefit) 3,359 1,527 2,870 Deferred: Federal (62,772) (42,382) (40,161) State (14,930) (1,010) 606 Deferred income tax provision (benefit) (77,702) (43,392) (39,555) Total income tax provision (benefit) $ (74,343) $ (41,865) $ (36,685) The differences between the federal statutory rate and the effective income tax rate principally relate to the impact of valuation allowances and uncertain tax positions related to state income taxes, changes in the Company’s Tennessee apportionment resulting from the enactment of the Tennessee Revenue Modernization Act in May 2015, book versus tax basis differences in the Company’s investment in subsidiary prior to the change in tax status of such subsidiary from a partnership to a corporation in January 2014 and stock compensation expense recorded for book purposes but not deductible for tax. The reconciliation between the federal statutory rate and the effective income tax rate is as follows: Year Ended December 31, 2015 2014 2013 Statutory U.S. federal tax rate 35.00 % 35.00 % 35.00 % State income taxes (net of federal benefit) 7.45 1.00 (1.89) Other 1.18 0.79 (0.10) Change in tax status — (1.23) — Effective income tax rate 43.63 % 35.56 % 33.01 % At December 31, 2015, the Company had net operating loss carryforwards (tax effected) for federal and state income tax purposes of approximately $191,406 and $43,680 , respectively, which expire from 2026 through 2035 and 2016 through 2035 , respectively. A portion of net operating loss carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods due to the “change of ownership related to a legal entity simplification” provisions of the Internal Revenue Code and similar state provisions. The Company and certain of its subsidiaries are included in Parent’s consolidated filing group for U.S. federal income tax purposes, as well as in certain state income tax returns that include Parent. With respect to tax returns for any taxable period in which the Company or any of its subsidiaries are included in a tax return filing with Parent, the amount of taxes to be paid by the Company is determined, subject to certain adjustments, as if it and its subsidiaries filed their own tax returns excluding Parent. Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2015 and 2014 were as follows: 2015 2014 Deferred tax assets and (liabilities): Depreciation and amortization $ (723,890) $ (636,550) Accounts receivable 2,129 2,503 Fair value of interest rate swap 1,009 967 Accruals and reserves 14,340 17,756 Capital and net operating losses 235,934 203,962 Debt discount and interest 14 451 Equity compensation 11,839 8,675 Valuation allowance (1,670) (15,468) Tax receivable agreement obligation to related parties 26,804 21,381 Other 3,108 1,989 Net deferred tax assets and (liabilities) $ (430,383) $ (394,334) Reported as: Non-current deferred tax assets $ — $ — Non-current deferred tax liabilities (430,383) (394,334) Net deferred tax assets and (liabilities) $ (430,383) $ (394,334) In January 2014, the Company effected a change in the tax status of a subsidiary from a partnership to a corporation. Prior to the tax status change, the Company recognized a deferred tax liability for the difference in the book and tax basis of its investment in such subsidiary (i.e. outside basis). Following the tax status change, the Company’s deferred tax balances reflect differences in the book and tax bases of the individual assets and liabilities included in the corporation. A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows: Year Ended December 31, 2015 2014 2013 Unrecognized benefit from prior years $ 10,312 $ 11,366 $ 11,021 Decreases from prior period tax positions — (38) (216) Increases from current period tax positions — 331 561 Decreases from settlements with taxing authorities — (1,347) — Ending unrecognized benefit $ 10,312 $ 10,312 $ 11,366 The Company had unrecognized tax benefits of $752 as of December 31, 2015 and 2014, which if recognized, would affect the effective income tax rate. The Company recognizes interest income and expense (if any) related to income taxes as a component of income tax expense. The Company recognized no interest and penalties for the years ended December 31, 2015, 2014 and 2013, respectively. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company’s U.S. federal and state income tax returns for the tax years 2012 and beyond remain subject to examination by the Internal Revenue Service. With respect to state and local jurisdictions and countries outside of the United States, the Company and its subsidiaries are typically subject to examination for a number of years after the income tax returns have been filed. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties have been provided for in the accompanying consolidated financial statements for any adjustments that may be incurred due to state, local or foreign audits. |
Tax Receivable Agreement Obliga
Tax Receivable Agreement Obligations To Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Tax Receivable Agreement Obligations To Related Parties [Abstract] | |
Tax Receivable Agreement Obligations To Related Parties | 1 6 . Tax Receivable Agreement Obligations to Related Parties The Company is a party to tax receivable agreements which obligate it to make payments to certain current and former owners of the Company, including affiliates of Blackstone, Hellman & Friedman and certain members of management (collectively, the “TRA Members”), equal to 85% of the applicable cash savings that the Company realizes as a result of tax attributes arising from certain previous transactions, including the 2011 Merger. The Company will retain the benefit of the remaining 15% of these tax savings. T he Company expects cumulative remaining payments under the tax receivable agreements of $355,742 . $174,480 of this amount, which reflected the initial fair value of the tax receivable agreement obligations plus recognized accretion, was reflected as an obligation on the accompanying consolidated ba lance sheet at December 31, 2015 . The accompanying consolidated statement of operations for t he years ended December 31, 2015, 2014 and 2013 include accretion expense of $10,496 , $14,446 and $26,470 , respectively, related to this obligation. During 2015 , the Company changed its estimate of the timing and amount of future cash flows attributable to the tax receivable agreements as a result of a change in the Company’s effective tax rate, acquisitions consummated during the year and routine updates to financial projections. These revised estimates resulted in a decrease to loss before income tax benefit of $11,648 for the year ended December 31, 2015 . Based on current facts and circumstances, the Company estimates the aggregate payments due under the tax receivable agreements to be as follows: Years Ending December 31: 2016 $ 986 2017 6,212 2018 57,708 2019 89,678 2020 41,895 Thereafter 159,263 Gross expected payments 355,742 Less: Amounts representing discount (181,263) Total tax receivable agreement obligations due to related parties 174,479 Less: Current portion due (included in accrued expenses) (986) Tax receivable agreement obligations due to related parties $ 173,493 The timing and/or amount of aggregate payments due may vary based on a number of factors, including the amount and timing of the taxable income the Company generates in the future and the tax rate then applicable, the use of loss carryovers and the portion of payments under the tax receivable agreements constituting imputed interest or amortizable basis. |
Other Related Party Transaction
Other Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Other Related Party Transactions [Abstract] | |
Other Related Party Transactions | 17. Other Related Party Transactions Transaction and Advisory Fee Agreement In connection with the 2011 Merger, the Company entered into a transaction and advisory fee agreement with Blackstone Management Partners L.L.C., an affiliate of Blackstone (“BMP”), and Hellman & Friedman, L.P., an affiliate of Hellman & Friedman (“HFLP,” and, together with BMP, the “Managers”), for a term of twelve years. Pursuant to the agreement, in consideration for certain advisory services, the Company is obligated to pay the Managers at the beginning of each fiscal year an aggregate advisory fee of $6,000 or an agreed upon amount not to exceed 2% of consolidated EBITDA (as defined in the Senior Credit Agreement) for such fiscal year. Pursuant to the agreement, the Managers are also entitled to receive transaction fees equal to 1% of the aggregate transaction value upon the consummation of any acquisition, divestiture, disposition, merger, consolidation, restructuring or recapitalization, issuance of private or public debt or equity securities (including an initial public offering of equity securities), financing or similar transaction involving the Company. Pursuant to the agreement, in connection with or in anticipation of a change in control of the Company, sale of all or substantially all of the assets of the Company or an initial public offering of the equity of the Company or parent entity of the Company or their successors, the Managers have the option to receive, in consideration of such Manager’s role in facilitating such transaction and in settlement of the termination of the services, a single lump sum cash payment equal to the then-present value of all the then-current and future annual advisory fees payable under the agreement, assuming a remaining twelve-year payment period. To the extent that the Company does not pay the lump sum fee when due, the obligation will accrue interest at an annual rate of 10%, compounded quarterly. During the years ended December 31, 2015, 2014 and 2013, the Company paid $6,000 ($ 4,350 to BMP and $1,650 to HFLP) in advisory fees for each year and approximately $700 , $400 and $200 , respectively, as reimbursement to BMP for their out of pocket expenses. The advisory fees are reflected within sales, marketing, general and administrative expense in the accompanying consolidated statements of operations. Term Loans Held by Related Party During the years ended December 31, 2015, 2014 and 2013, certain investment funds managed by GSO Capital Partners LP (the “GSO-managed funds”) held a portion of the term loans under the Senior Credit Facilities. GSO Advisor Holdings LLC (“GSO Advisor”) is the general partner of GSO Capital Partners LP. Blackstone, indirectly through its subsidiaries, holds all of the issued and outstanding equity interests of GSO Advisor. As of December 31, 2015 and 2014, the GSO-managed funds held $55,247 and $68,588 in principal amount of the Senior Credit Facilities ( $552 and $686 of which is classified within current portion of long-term debt), respectively. Transactions with Blackstone Portfolio Companies The Company provides various services to certain Blackstone portfolio companies under contracts that were executed in the normal course of business. The Company recognized revenue of $3,167 , $3,230 and $6,959 related to services provided to Blackstone portfolio companies for the years ended December 31, 2015, 2014 and 2013, respectively. Transactions with Hellman & Friedman Portfolio Companies The Company both provides various services to, and purchases from, certain Hellman & Friedman portfolio companies under contracts that were executed in the normal course of business. The Company recognized revenue of $5,751 , $6,028 and $2,029 related to services provided to Hellman & Friedman portfolio companies for the years ended December 31, 2015, 2014 and 2013, respectively. The Company paid Hellman & Friedman portfolio companies $233 , $116 and $695 related to services provided to the Company for the years ended December 31, 2015, 2014 and 2013, respectively. Other During 2015, the Company executed agreements with a vendor and its affiliate in which a director of the Company is the president and chief executive officer to provide certain software related services. Under these agreements, the Company paid the vendor approximately $681 in the aggregate for the year ended December 31, 2015. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | 18. Segment Reporting Effective January 1, 2015, the Company completed an internal reorganization of its reporting structure which resulted in a change in the composition of its operating segments. Additionally, the Company periodically makes other changes to the composition of its operating segments. Prior period segment information throughout the notes to these consolidated financial statements is restated to reflect the organizational structure and any other changes made. Management views the Company’s operating results in three reportable segments: (a) software and analytics, (b) network solutions and (c) technology-enabled services. Listed below are the results of operations for each of the reportable segments. This information is reflected in the manner utilized by management to make operating decisions, assess performance and allocate resources. Such amounts include allocations of corporate shared services functions that are essential to the core operations of the reportable segments such as information technology, operations and product development functions. Segment assets and related depreciation expenses are not presented to management for purposes of operational decision making, and therefore are not included in the accompanying tables. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in Note 2 to these consolidated financial statements. Software and Analytics The software and analytics segment provides revenue cycle technology, revenue optimization, payment integrity, electronic payment, risk adjustment, quality reporting, data and analytics and engagement solutions . Network Solutions The network solutions segment provides financial and administrative information exchange solutions for medical, pharmacy and dental claims management and other standardized healthcare transactions, including clinical information exchange capabilities . Technology-enabled Services The technology-enabled services segment provides payment and communication, eligibility and enrollment, healthcare consulting, payment automation and pharmacy benefits administration solutions . Corporate and Eliminations Inter-segment revenue and expenses primarily represent claims management and payment and communication solutions provided between segments. Corporate and eliminations includes pass-through postage costs, management, administrative and certain other shared corporate services functions such as legal, finance, human resources and marketing, as well as eliminations to remove inter-segment revenue and expenses. These administrative costs are excluded from the adjusted EBITDA measure for each respective operating segment. The revenue and adjusted EBITDA for the operating segments are as follows: Year Ended December 31, 2015 Technology- Software and Network enabled Corporate and Analytics Solutions Services Eliminations Consolidated Revenue from external customers: Solutions revenue $ 353,526 $ 375,582 $ 421,455 $ (26,375) $ 1,124,188 Postage revenue — — — 352,895 352,895 Inter-segment revenue 1,190 383 4,478 (6,051) — Net revenue $ 354,716 $ 375,965 $ 425,933 $ 320,469 $ 1,477,083 Income (loss) before income taxes 115,721 194,166 144,776 (625,075) (170,412) Interest expense — — — 168,252 168,252 Depreciation and amortization — — — 342,303 342,303 EBITDA 115,721 194,166 144,776 (114,520) 340,143 Equity compensation 1,972 820 701 5,792 9,285 Acquisition accounting adjustments 1,165 5 636 — 1,806 Acquisition-related costs 395 93 1,012 6,943 8,443 Transaction-related costs and advisory fees — — — 6,703 6,703 Strategic initiatives, duplicative and transition costs 2,101 1,333 1,784 5,672 10,890 Severance costs 2,209 846 2,748 1,192 6,995 Accretion — — — 10,496 10,496 Impairment of long-lived assets 2,178 5,953 999 (578) 8,552 Contingent consideration (4,825) — — — (4,825) Other non-routine, net 944 521 114 3,538 5,117 EBITDA Adjustments 6,139 9,571 7,994 39,758 63,462 Adjusted EBITDA $ 121,860 $ 203,737 $ 152,770 $ (74,762) $ 403,605 Year Ended December 31, 2014 Technology- Software and Network enabled Corporate and Analytics Solutions Services Eliminations Consolidated Revenue from external customers: Solutions revenue $ 249,489 $ 349,061 $ 431,674 $ (23,275) $ 1,006,949 Postage revenue — — — 343,464 343,464 Inter-segment revenue 1,030 352 7,693 (9,075) — Net revenue $ 250,519 $ 349,413 $ 439,367 $ 311,114 $ 1,350,413 Income (loss) before income taxes 84,897 173,586 74,047 (450,249) (117,719) Interest expense — — — 146,829 146,829 Depreciation and amortization — — — 189,218 189,218 EBITDA 84,897 173,586 74,047 (114,202) 218,328 Equity compensation 567 567 1,049 5,151 7,334 Acquisition accounting adjustments 305 6 780 (56) 1,035 Acquisition-related costs 88 110 2,268 4,461 6,927 Transaction-related costs and advisory fees — — — 6,448 6,448 Strategic initiatives, duplicative and transition costs 828 237 179 11,620 12,864 Severance costs 1,389 1,592 2,134 2,890 8,005 Accretion — — — 14,446 14,446 Impairment of long-lived assets 219 2,036 76,909 4,005 83,169 Contingent consideration — 1,071 — 236 1,307 Other non-routine, net 1,235 334 4,131 (1,216) 4,484 EBITDA Adjustments 4,631 5,953 87,450 47,985 146,019 Adjusted EBITDA $ 89,528 $ 179,539 $ 161,497 $ (66,217) $ 364,347 Year Ended December 31, 2013 Technology- Software and Network enabled Corporate and Analytics Solutions Services Eliminations Consolidated Revenue from external customers: Solutions revenue $ 206,974 $ 331,479 $ 417,262 $ (25,002) $ 930,713 Postage revenue — — — 311,854 311,854 Inter-segment revenue 2,173 334 3,834 (6,341) — Net revenue $ 209,147 $ 331,813 $ 421,096 $ 280,511 $ 1,242,567 Income (loss) before income taxes 56,203 158,061 140,836 (466,243) (111,143) Interest expense — — — 153,169 153,169 Depreciation and amortization — — — 183,839 183,839 EBITDA 56,203 158,061 140,836 (129,235) 225,865 Equity compensation 735 1,540 1,210 3,536 7,021 Acquisition accounting adjustments 517 116 295 (34) 894 Acquisition-related costs 200 141 1,850 1,054 3,245 Transaction-related costs and advisory fees — — — 6,948 6,948 Strategic initiatives, duplicative and transition costs 892 1,596 587 5,326 8,401 Severance costs 810 1,207 791 4,712 7,520 Loss on extinguishment of debt and other related costs — — — 24,311 24,311 Accretion — — — 26,470 26,470 Impairment of long-lived assets 5,782 1,831 2,688 318 10,619 Contingent consideration — (69) — — (69) Other non-routine, net 600 277 5,472 (3,584) 2,765 EBITDA Adjustments 9,536 6,639 12,893 69,057 98,125 Adjusted EBITDA $ 65,739 $ 164,700 $ 153,729 $ (60,178) $ 323,990 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 19. Accumulated Other Comprehensive Income (Loss) The following is a summary of the accumulated other comprehensive income (loss) balances, net of taxes, as of and for the year ended December 31, 2015. Foreign Accumulated Currency Other Translation Cash Flow Comprehensive Adjustment Hedge Income (Loss) Balance at January 1, 2015 $ (483) $ (1,472) $ (1,955) Change associated with foreign currency translation (654) — (654) Change associated with current period hedging — 2,540 2,540 Reclassification into earnings — (2,587) (2,587) Balance at December 31, 2015 $ (1,137) $ (1,519) $ (2,656) |
Supplemental Condensed Consolid
Supplemental Condensed Consolidating Financial Information | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Supplemental Condensed Consolidating Financial Information | 20. Supplemental Condensed Consolidating Financial Information In lieu of providing separate annual and interim financial statements for each guarantor of debt securities to be registered, Regulation S-X of SEC Guidelines, Rules and Regulations (“Regulation S-X”) provides companies, if certain criteria are satisfied, with the option to instead provide condensed consolidating financial information for its issuers, guarantors and non-guarantors. In the case of the Company, the applicable criteria include the following: (i) the Senior Notes are fully and unconditionally guaranteed on a joint and several basis (subject to customary release provisions), (ii) each of the guarantors of the Senior Notes is a direct or indirect 100%-owned subsidiary of the Company and (iii) any non-guarantors are considered minor as that term is defined in Regulation S-X. Because each of these criteria has been satisfied by the Company, summarized condensed consolidating balance sheets at December 31, 2015 and 2014, condensed consolidating statements of operations, comprehensive income (loss) and cash flows for each of the years ended December 31, 2015, 2014 and 2013, respectively, for the Company, segregating the issuer, the subsidiary guarantors and consolidating adjustments, are reflected below. Prior year amounts have been reclassified to conform to the current year presentation. Condensed Consolidating Balance Sheet As of December 31, 2015 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 738 $ 65,917 $ — $ 66,655 Accounts receivable, net of allowance for doubtful accounts — 280,858 — 280,858 Prepaid expenses and other current assets 2,234 33,179 — 35,413 Total current assets 2,972 379,954 — 382,926 Property and equipment, net 3 244,142 — 244,145 Due from affiliates 135,406 — (135,406) — Investment in consolidated subsidiaries 1,790,964 — (1,790,964) — Goodwill — 2,230,100 — 2,230,100 Intangible assets, net 1,000 1,706,863 — 1,707,863 Other assets, net 253,960 8,050 (253,510) 8,500 Total assets $ 2,184,305 $ 4,569,109 $ (2,179,880) $ 4,573,534 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ — $ 27,950 $ — $ 27,950 Accrued expenses 10,689 156,480 — 167,169 Deferred revenues — 12,943 — 12,943 Current portion of long-term debt 8,099 24,676 — 32,775 Total current liabilities 18,788 222,049 — 240,837 Due to affiliates — 135,406 (135,406) — Long-term debt, excluding current portion 1,015,243 1,725,935 — 2,741,178 Deferred income tax liabilities — 683,893 (253,510) 430,383 Tax receivable agreement obligations to related parties 173,493 — — 173,493 Other long-term liabilities 1,092 10,862 — 11,954 Commitments and contingencies Equity 975,689 1,790,964 (1,790,964) 975,689 Total liabilities and equity $ 2,184,305 $ 4,569,109 $ (2,179,880) $ 4,573,534 Condensed Consolidating Balance Sheet As of December 31, 2014 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 796 $ 81,510 $ — $ 82,306 Accounts receivable, net of allowance for doubtful accounts — 233,791 — 233,791 Prepaid expenses and other current assets 2,267 26,979 — 29,246 Total current assets 3,063 342,280 — 345,343 Property and equipment, net 7 244,146 — 244,153 Due from affiliates — 180,610 (180,610) — Investment in subsidiaries 1,740,062 — (1,740,062) — Goodwill — 1,702,569 — 1,702,569 Intangible assets, net 133,500 1,405,894 — 1,539,394 Other assets, net 150,906 7,924 (149,647) 9,183 Total assets $ 2,027,538 $ 3,883,423 $ (2,070,319) $ 3,840,642 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ — $ 16,399 $ — $ 16,399 Accrued expenses 4,935 170,271 — 175,206 Deferred revenues — 10,518 — 10,518 Current portion of long-term debt 6,709 20,599 — 27,308 Total current liabilities 11,644 217,787 — 229,431 Due to affiliates 180,610 — (180,610) — Long-term debt, excluding current portion 769,236 1,366,232 — 2,135,468 Deferred income tax liabilities — 543,981 (149,647) 394,334 Tax receivable agreement obligations to related parties 163,983 — — 163,983 Other long-term liabilities — 15,361 — 15,361 Commitments and contingencies Equity: 902,065 1,740,062 (1,740,062) 902,065 Total liabilities and equity $ 2,027,538 $ 3,883,423 $ (2,070,319) $ 3,840,642 Condensed Consolidating Statement of Operations Year Ended December 31, 2015 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Revenue: Solutions revenue $ — $ 1,124,188 $ — $ 1,124,188 Postage revenue — 352,895 — 352,895 Total revenue — 1,477,083 — 1,477,083 Costs and expenses: Cost of operations (exclusive of depreciation and amortization below) 228 507,130 — 507,358 Development and engineering — 45,489 — 45,489 Sales, marketing, general and administrative 11,447 206,269 — 217,716 Customer postage — 352,895 — 352,895 Depreciation and amortization 132,509 209,794 — 342,303 Accretion 10,496 — — 10,496 Impairment of long-lived assets — 8,552 — 8,552 Operating income (loss) (154,680) 146,954 — (7,726) Equity in earnings of consolidated subsidiaries (46,686) — 46,686 — Interest expense, net 91,904 76,348 — 168,252 Contingent consideration — (4,825) — (4,825) Other — (741) — (741) Income (loss) before income tax provision (benefit) (199,898) 76,172 (46,686) (170,412) Income tax provision (benefit) (103,829) 29,486 — (74,343) Net income (loss) $ (96,069) $ 46,686 $ (46,686) $ (96,069) Condensed Consolidating Statement of Operations Year Ended December 31, 2014 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Revenue Solutions revenue $ — $ 1,006,949 $ — $ 1,006,949 Postage revenue — 343,464 — 343,464 Total revenue — 1,350,413 — 1,350,413 Costs and expenses: Cost of operations (exclusive of depreciation and amortization below) — 462,332 — 462,332 Development and engineering — 32,956 — 32,956 Sales, marketing, general and administrative 17,126 181,253 — 198,379 Customer postage — 343,464 — 343,464 Depreciation and amortization 9,003 180,215 — 189,218 Accretion 14,446 — — 14,446 Impairment of long-lived assets — 83,169 — 83,169 Operating income (loss) (40,575) 67,024 — 26,449 Equity in earnings of consolidated subsidiaries 31,409 — (31,409) — Interest expense, net 93,471 53,358 — 146,829 Contingent consideration — 1,307 — 1,307 Other (111) (3,857) — (3,968) Income (loss) before income tax provision (benefit) (165,344) 16,216 31,409 (117,719) Income tax provision (benefit) (89,490) 47,625 — (41,865) Net income (loss) $ (75,854) $ (31,409) $ 31,409 $ (75,854) Condensed Consolidating Statement of Operations Year Ended December 31, 2013 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Revenue Solutions revenue $ — $ 930,713 $ — $ 930,713 Postage revenue — 311,854 311,854 Total revenue — 1,242,567 — 1,242,567 Costs and expenses: Cost of operations (exclusive of depreciation and amortization below) — 447,324 — 447,324 Development and engineering — 31,426 — 31,426 Sales, marketing, general and administrative 12,321 157,730 — 170,051 Customer postage — 311,854 — 311,854 Depreciation and amortization 9,004 174,835 — 183,839 Accretion 26,470 — — 26,470 Impairment of long-lived assets — 10,619 — 10,619 Operating income (loss) (47,795) 108,779 — 60,984 Equity in earnings of consolidated subsidiaries (14,159) — 14,159 — Interest expense, net 94,021 59,148 — 153,169 Loss on extinguishment of debt 485 22,675 — 23,160 Contingent consideration — (69) — (69) Other (2,925) (1,208) — (4,133) Income (loss) before income tax provision (benefit) (125,217) 28,233 (14,159) (111,143) Income tax provision (benefit) (50,759) 14,074 — (36,685) Net income (loss) $ (74,458) $ 14,159 $ (14,159) $ (74,458) Condensed Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2015 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Net income (loss) $ (96,069) $ 46,686 $ (46,686) $ (96,069) Other comprehensive income (loss): Changes in fair value of interest rate swap, net of taxes (47) — — (47) Foreign currency translation adjustment — (654) — (654) Equity in other comprehensive earnings (654) — 654 — Other comprehensive income (loss) (701) (654) 654 (701) Total comprehensive income (loss) $ (96,770) $ 46,032 $ (46,032) $ (96,770) Condensed Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2014 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Net income (loss) $ (75,854) $ (31,409) $ 31,409 $ (75,854) Other comprehensive income (loss): Changes in fair value of interest rate swap, net of taxes (393) — — (393) Foreign currency translation adjustment — (219) — (219) Equity in other comprehensive earnings (219) — 219 — Other comprehensive income (loss) (612) (219) 219 (612) Total comprehensive income (loss) $ (76,466) $ (31,628) $ 31,628 $ (76,466) Condensed Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2013 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Net income (loss) $ (74,458) $ 14,159 $ (14,159) $ (74,458) Other comprehensive income (loss): Changes in fair value of interest rate swap, net of taxes 2,583 — — 2,583 Foreign currency translation adjustment — (137) — (137) Equity in other comprehensive earnings (137) — 137 — Other comprehensive income (loss) 2,446 (137) 137 2,446 Total comprehensive income (loss) $ (72,012) $ 14,022 $ (14,022) $ (72,012) Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Operating activities Net income (loss) $ (96,069) $ 46,686 $ (46,686) $ (96,069) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 132,509 209,794 - 342,303 Accretion 10,496 - - 10,496 Equity compensation 315 8,970 - 9,285 Deferred income tax expense (benefit) (26,160) (51,542) - (77,702) Amortization of debt discount and issuance costs 3,390 7,396 - 10,786 Contingent consideration - (4,825) - (4,825) Impairment of long lived assets - 8,552 - 8,552 Equity in earnings of consolidated subsidiaries (46,686) - 46,686 - Other (1,488) (332) - (1,820) Changes in operating assets and liabilities: Accounts receivable - 5,078 - 5,078 Prepaid expenses and other (77,416) 78,626 - 1,210 Accounts payable - 11,391 - 11,391 Accrued expenses, deferred revenue, and other liabilities 9,464 (60,430) - (50,966) Tax receivable agreement obligations to related parties (944) - - (944) Due to/from affiliates (316,014) 316,014 - - Net cash provided (used in) by operating activities (408,603) 575,378 - 166,775 Investing activities Purchases of property and equipment - (56,963) - (56,963) Payments for acquisitions, net of cash acquired - (717,669) - (717,669) Other - (5,325) - (5,325) Investment in subsidiary 4,755 - (4,755) - Net cash provided by (used in) investing activities 4,755 (779,957) (4,755) (779,957) Financing activities Distributions from (to) Change Healthcare Holdings, Inc., net - (4,755) 4,755 - Proceeds from Term Loan Facility 8,481 376,930 - 385,411 Payments on Term Loan Facility (320) (16,180) - (16,500) Proceeds from Senior Notes 243,453 - - 243,453 Proceeds from Revolving Facility - 60,000 - 60,000 Payments on Revolving Facility - (60,000) - (60,000) Payment of loan costs (2,500) - - (2,500) Payment of debt assumed from acquisition - (154,469) - (154,469) Payment of data sublicense obligation (6,433) - - (6,433) Payments of deferred financing obligations - (6,987) - (6,987) Repurchase of Parent common stock (5,772) - - (5,772) Capital contribution from Parent 166,881 - - 166,881 Payment of contingent consideration - (5,553) - (5,553) Net cash provided by (used in) financing activities 403,790 188,986 4,755 597,531 Net decrease in cash and cash equivalents (58) (15,593) - (15,651) Cash and cash equivalents at beginning of period 796 81,510 - 82,306 Cash and cash equivalents at end of period $ 738 $ 65,917 $ - $ 66,655 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2014 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Operating activities Net income (loss) $ (75,854) $ (31,409) $ 31,409 $ (75,854) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 9,003 180,215 - 189,218 Accretion expense 14,446 - - 14,446 Equity compensation expense 335 6,999 - 7,334 Deferred income tax expense (benefit) (89,089) 45,697 - (43,392) Amortization of debt discount and issuance costs 2,704 5,143 - 7,847 Contingent consideration - 1,307 - 1,307 Gain on sale of cost method investment (114) - - (114) Impairment of long lived assets - 83,169 - 83,169 Equity in earnings of consolidated subsidiaries 31,409 - (31,409) - Other (1,089) (1,166) - (2,255) Changes in operating assets and liabilities: Accounts receivable - (6,824) - (6,824) Prepaid expenses and other 773 (237) - 536 Accounts payable - 4,591 - 4,591 Accrued expenses, deferred revenue, and other liabilities (2,608) 29,258 - 26,650 Tax receivable agreement obligations to related parties (988) - - (988) Due to/from affiliates 111,582 (111,582) - - Net cash provided by (used in) operating activities 510 205,161 - 205,671 Investing activities Purchases of property and equipment - (55,926) - (55,926) Payments for acquisitions, net of cash acquired - (252,772) - (252,772) Other 677 (139) - 538 Investment in subsidiaries, net 95 - (95) - Net cash provided by (used in) investing activities 772 (308,837) (95) (308,160) Financing activities Distributions from (to) Change Healthcare Holdings, Inc., net - (95) 95 - Proceeds from Term Loan Facility - 157,600 - 157,600 Payments on Term Loan Facility (276) (13,003) - (13,279) Proceeds from Revolving Facility - 183,000 - 183,000 Payments on Revolving Facility - (183,000) - (183,000) Payment of loan costs - (2,096) - (2,096) Payment of debt assumed from acquisition - (25,262) - (25,262) Payment of data sublicense obligation (5,300) - - (5,300) Payments of deferred financing obligations - (5,441) - (5,441) Repurchase of Parent common stock (960) (261) - (1,221) Capital contribution from Parent 3,256 - - 3,256 Net cash provided by (used in) financing activities (3,280) 111,442 95 108,257 Net increase (decrease) in cash and cash equivalents (1,998) 7,766 - 5,768 Cash and cash equivalents at beginning of period 2,794 73,744 - 76,538 Cash and cash equivalents at end of period $ 796 $ 81,510 $ - $ 82,306 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2013 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Operating activities Net income (loss) $ (74,458) $ 14,159 $ (14,159) $ (74,458) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 9,004 174,835 - 183,839 Accretion expense 26,470 - - 26,470 Equity compensation expense 240 6,781 - 7,021 Deferred income tax expense (benefit) (49,195) 9,640 - (39,555) Amortization of debt discount and issuance costs 2,501 5,974 - 8,475 Contingent consideration - (69) - (69) Gain on sale of cost method investment (2,925) - - (2,925) Loss on extinguishment of debt 478 22,350 - 22,828 Impairment of long lived assets - 10,619 - 10,619 Equity in earnings of consolidated subsidiaries (14,159) - 14,159 - Other (822) (1,140) - (1,962) Changes in operating assets and liabilities: Accounts receivable - (20,791) - (20,791) Prepaid expenses and other (2,402) 3,844 - 1,442 Accounts payable - 1,335 - 1,335 Accrued expenses, deferred revenue, and other liabilities 3,171 26,102 - 29,273 Tax receivable agreement obligations to related parties (1,142) - - (1,142) Due to/from affiliates 6,209 (6,209) - - Net cash provided by (used in) operating activities (97,030) 247,430 - 150,400 Investing activities Purchases of property and equipment (11) (71,075) - (71,086) Payments for acquisitions, net of cash acquired - (18,291) - (18,291) Proceeds from sale of cost method investment 96,475 (90,655) - 5,820 Investment in subsidiaries, net 5,821 - (5,821) - Net cash provided by (used in) investing activities 102,285 (180,021) (5,821) (83,557) Financing activities Distributions from (to) Change Healthcare Holdings, Inc., net - (5,821) 5,821 - Payments on Term Loan Facility (280) (12,632) - (12,912) Payment of loan costs - (2,178) - (2,178) Payment of debt assumed from acquisition - (218) - (218) Payment of data sublicense obligation (4,321) - - (4,321) Payments of deferred financing obligations - (3,243) - (3,243) Repurchase of Parent common stock (613) - - (613) Capital contribution from Parent 1,999 - 1,999 Other - (582) - (582) Net cash provided by (used in) financing activities (3,215) (24,674) 5,821 (22,068) Net increase (decrease) in cash and cash equivalents 2,040 42,735 - 44,775 Cash and cash equivalents at beginning of period 754 31,009 - 31,763 Cash and cash equivalents at end of period $ 2,794 $ 73,744 $ - $ 76,538 |
Schedule II - Valuation And Qua
Schedule II - Valuation And Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Schedule II - Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation And Qualifying Accounts | Change Healthcare Holdings, Inc. Sch edule II—Valuation and Qualifying Accounts (In Thousands) Charged Balance at to Costs Charged Balance at Beginning and to Other End of Description of Year Expenses Accounts Write-offs Year Allowance for doubtful accounts Year ended December 31, 2015 $ 6,377 $ (1,052) $ 1,631 $ (3,577) $ 3,379 Year ended December 31, 2014 $ 3,856 $ 5,027 $ 88 $ (2,594) $ 6,377 Year ended December 31, 2013 $ 3,585 $ 1,982 $ 854 $ (2,565) $ 3,856 |
Summary Of Significant Accoun29
Summary Of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Abstract] | |
Principles Of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include all subsidiaries and entities that are controlled by the Company. The results of operations for companies acquired are included in the consolidated financial statements from the effective date of acquisition. All material intercompany accounts and transactions have been eliminated in the consolidated financial statements. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior period financial statements to conform to the current period presentation. Effective January 1, 2015, the Company completed an internal reorganization of its reporting structure which resulted in a change in the composition of its reportable segments to software and analytics, network solutions and technology-enabled services. Segment information has been restated to reflect the current organizational structure. Effective January 1, 2015, in order to clarify the nature of its customer related postage activities, the Company also created separate captions on the statement of operations within revenue and costs and expenses, respectively. Previously, such amounts were included within revenue and costs of operations. To conform to the current presentation, costs of operations were reduced by $343,464 and $311,854 and reclassified as customer postage for the years e nded December 31, 2014 and 2013, respectively. |
Accounting Estimates | Accounting Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors and various other assumptions that the Company believes are necessary to consider in order to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses and disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic, environmental and political factors and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the reported results of operations; and if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Estimates and assumptions by management affect: the allowance for doubtful accounts; the fair value assigned to assets acquired and liabilities assumed in business combinations; tax receivable agreement obligations; the fair value of interest rate swap obligations; contingent consideration; loss accruals; the carrying value of long-lived assets (including goodwill and intangible assets); the amortization period of long-lived assets (excluding goodwill); the carrying value, capitalization and amortization of software development costs; the provision and benefit for income taxes and related deferred tax accounts; certain accrued expenses; revenue recognition; contingencies; and the value attributed to equity awards. |
Business Combinations | Business Combinations The Company recognizes the consideration transferred (i.e. purchase price) in a business combination, as well as the acquired business’ identifiable assets, liabilities and noncontrolling interests at their acquisition date fair value. The excess of the consideration transferred over the fair value of the identifiable assets, liabilities and noncontrolling interest, if any, is recorded as goodwill. Any excess of the fair value of the identifiable assets acquired and liabilities assumed over the consideration transferred, if any, is generally recognized within earnings as of the acquisition date. The fair value of the consideration transferred, assets, liabilities and noncontrolling interests is estimated based on one or a combination of income, costs or market approaches as determined based on the nature of the asset or liability and the level of inputs available to the Company (i.e. quoted prices in an active market, other observable inputs or unobservable inputs). To the extent that the Company’s initial accounting for a business combination is incomplete at the end of a reporting period, provisional amounts are reported for those items which are incomp lete. Following the adoption of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2015-16, the Company adjusts such provisional amounts in the reporting period in which the adjustment amounts are determined . |
Cash And Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. |
Allowance For Doubtful Accounts | Allowance for Doubtful Accounts The allowance for doubtful accounts reflects the Company’s best estimate of losses inherent in the Company’s receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available evidence. |
Software Development Costs | Software Development Costs The Company generally provides services to its customers using software developed for internal use. The costs that are incurred to develop such software are expensed as incurred during the preliminary project stage. Once certain criteria have been met, direct costs incurred in developing or obtaining computer soft ware are capitalized. Training and maintenance costs are expensed as incurred. Capitalized software costs are included in property and equipment in the accompanying consolidated balance sheets and are amortized over a three-year period. |
Property And Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation, including that related to assets under capital lease, is computed using the straight-line method over the estimated useful lives of the related assets. The useful lives for newly acquired assets are generally as follows: Computer equipment 3 -5 years Production equipment 5 -7 years Office equipment, furniture and fixtures 3 -7 years Internally developed software 3 years Technology 6 -9 years Leasehold improvements Shorter of useful life or lease term Expenditures for maintenance, repair and renewals of minor items are expensed as incurred. Expenditures for maintenance repair and renewals that extend the useful life of an asset are capitalized. |
Goodwill And Intangible Assets | Goodwill and Intangible Assets Goodwill and intangible assets resulting from the Company’s acquisitions are accounted for using the acquisition method of accounting. Intangible assets with definite lives are amortized on a straight-line basis , at their inception, over the estimated useful lives of the related assets generally as follows: Customer relationships 5 - 20 years Tradenames 3 - 20 years Data sublicense agreement 6 years Non-compete agreements 2 - 5 years Premise-based software 1 - 3 years The Company assesses its goodwill for impairment annually (as of October 1 of each year) or whenever significant indicators of impairment are present. The Company first assesses whether it can reach a more likely than not conclusion that goodwill is not impaired via qualitative analysis alone. To the extent such a conclusion cannot be reached based on a qualitative assessment alone, the Company, using the assistance of a valuation specialist as appropriate, compares the fair value of each reporting unit to its associated carrying value. If the fair value of the reporting unit is less than the carrying value, then a hypothetical acquisition method allocation is performed to determine the amount of the goodwill impairment to recognize. The Company recognized no impairment in conjunction with its most recent goodwill impairment analysis. |
Long-Lived Assets | Long-Lived Assets Long-lived assets used in operations are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. Long-lived assets held for sale are reported at the lower of cost or fair value less costs to sell. |
Derivatives | Derivatives Derivative financial instruments are used to manage the Company’s interest rate exposure. The Company does not enter into financial instruments for speculative purposes. Derivative financial instruments are accounted for and measured at fair value and recorded on the balance sheet. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings (for example, in “interest expense” when the hedged transactions are interest cash flows associated with floating-rate debt). The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in interest expense in current earnings during the period of change. |
Equity Compensation | Equity Compensation Compensation expense related to the Company’s equity awards is generally recognized on a straight-line basis over the requisite service period. For awards subject to vesting based on market or performance conditions, however, compensation expense is recognized under the accelerated method. The fair value of the equity awards subject only to service conditions is determined by use of a Black-Scholes model. The fair value of the equity awards subject to market or performance conditions is determined by use of a Monte Carlo simulation. |
Revenue Recognition | Revenue Recognition The Company generates most of its revenue by using technology solutions to provide services to our customers that automate and simplify business and administrative functions for payers, providers and pharmacies, generally on either a per transaction, per document, per communication, per member per month, per provider per month, monthly flat fee, contingent fee or hourly basis. Revenue for financial and admin istrative information exchange , payment and communication , risk adjustment, quality reporting and healthcare consulting s olution s are recognized as the services are provided. Postage fees related to our payment and communication s olution s volumes are recorded on a gross basis. Revenue for our eligibility and enrollment and revenue optimization s olution s generally are recognized at the time that our provider customer receives notice from the payer of a pending payment. Revenue for payment integrity s olution s are recognized at the time that notice of customer acceptance is received. Cash receipts or billings in advance of revenue recognition are recorded as deferred revenues in the accompanying consolidated balance sheets. The Company excludes sales and use tax from revenue in the accompanying consolidated statements of operations. |
Income Taxes | Income Taxes The Company records deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities, as well as differences relating to the timing of recognition of income and expenses. Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including the Company’s past earnings history, expected future earnings, the character and jurisdiction of such earnings, reversing taxable temporary differences, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. The Company recognizes tax benefits for uncertain tax positions at the time the Company concludes that the tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. The benefit, if any, is measured as the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon ultimate settlement. Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the more likely than not standard, upon resolution through negotiation or litigation with the taxing authority or on expiration of the statute of limitations. |
Tax Receivable Agreement Obligations | Tax Receivable Agreement Obligations In connection with the IPO, the Company entered into tax receivable agreements which obligated the Company to make payments to certain current and former owners of the Company, including affiliates of Hellman & Friedman LLC (“ Hellman & Friedman ”) and certain members of management, equal to 85% of the applicable cash savings that the Company realizes as a result of tax attributes arising from certain previous transactions, including the 2011 Merger. In connection with the 2011 Merger, the Company’s former majority owner assigned its rights under the tax receivable agreements to affiliates of Blackstone (Blackstone, together with Hellman & Friedman and certain current and former members of management, are hereinafter sometimes referred to collectively as the “TRA Members”). Prior to the 2011 Merger, the Company’s balance sheet reflected these obligations at the amount that was both probable and reasonably estimable. In connection with the 2011 Merger, the tax receivable agreement obligations were adjusted to their fair value. The fair value of the obligations at the time of the 2011 Merger is being accreted to the amount of the gross expected obligations using the interest method. Changes in the amount of these obligations resulting from changes to either the timing or amount of cash flows are recognized in the period of change and measured using the discount rate inherent in the initial fair value of the obligations. The accretion of these obligations is classified as a separate caption in the accompanying consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, which replaces most prior general and industry specific revenue recognition guidance with a principles-based comprehensive revenue recognition framework. Under this revised framework, a company will recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. This update is currently scheduled to be effective for fiscal years and interim periods beginning in tho se years after December 15, 2017. Early adoption is permitted in years beginning after December 15, 2016 . Upon adoption, a company may elect to either retrospectively restate each prior reporting period or reflect the cumulative effect of initially applying the update with an adjustment to retained earnings. The Company is currently assessing the potential effects this update may have on its consolidated financial statements. In June 2014, the FASB issued ASU No. 2014-12, which clarifies, in the context of share-based payment awards, that a performance target that affects vesting and could be achieved after the requisite service period has been rendered should be treated as a performance condition. Prior to this update, because there was no explicit guidance, there was diversity in practice among companies. This update is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this update to have a material effect on its consolidated financial statements. In January 2015 , the Company adopted FASB ASU No. 2014-08 , which changes the requirements for reporting discontinued operations. Following adoption of this update, discontinued operations generally will be reported for the disposal by sale or otherwise of a component or a group of components that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. Upon adoption, this update had no effect on the Company’s consolidated financial statements. In July 2015, the Company adopted FASB ASU No. 2015-03, which generally requires that debt issue costs related to a debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability. As a result of the adoption of this update, the Company retrospectively adjusted its consolidated balance sheet as of December 31, 2014 to reduce other assets and long-term debt, excluding current portion, by $11,128 . In July 2015, the Company adopted FASB ASU No. 2015-05, which provides guidance to customers about whether a cloud computing arrangement includes a software license and requires that all software licenses utilized in internal use software arrangements be accounted for consistent with other licenses of intangible assets. As a result, following the adoption of this update, the Company began recognizing new or materially modified software licenses within intangible assets on its consolidated balance sheet and began recognizing the related amortization of these intangible assets within amortization expense. The adoption of this update had no material effect on the Company’s consolidated financial statements. In October 2015, the Company adopted FASB ASU No. 2015-16, which simplifies the accounting for measurement period adjustments in connection with business combinations. Following the adoption of this update, the Company will recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The adoption of this update had no material effect on the Company’s consolidated financial statements. In December 2015, the Company adopted FASB ASU No. 2015-17, which requires that deferred tax assets and liabilities be classified as non-current on the classified statement of financial position (i.e. the balance sheet). As a result of the adoption of this update, the Company retrospectively adjusted its consolidated balance sheet as of December 31, 2014 to reduce current deferred income tax assets and long-term deferred income tax liabilities by $18,893 . In February 2016, the FASB issued ASU No. 2016-02, which generally requires that all lease obligations be recognized on the balance sheet at the present value of the remaining lease payments with a corresponding lease asset. This update is scheduled to be effective for fiscal years and interim periods beginning in tho se years after December 15, 2018. The Company is currently assessing the potential effects this update may have on its consolidated financial statements. |
Summary Of Significant Accoun30
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Abstract] | |
Useful Lives Of Newly Acquired Assets | Computer equipment 3 -5 years Production equipment 5 -7 years Office equipment, furniture and fixtures 3 -7 years Internally developed software 3 years Technology 6 -9 years Leasehold improvements Shorter of useful life or lease term |
Estimated Useful Lives Of Intangible Assets | Customer relationships 5 - 20 years Tradenames 3 - 20 years Data sublicense agreement 6 years Non-compete agreements 2 - 5 years Premise-based software 1 - 3 years |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Summary Of Information Related To Acquisitions | Altegra Health Adminisource Engagement Solutions Capario Total Consideration Fair Value at Acquisition Date: Cash paid at closing $ 735,669 $ 34,825 $ 138,329 $ 89,423 Contingent consideration — — 4,730 — Parent options fair value — — 650 — Other (4,000) (925) 80 (219) $ 731,669 $ 33,900 $ 143,789 $ 89,204 Allocation of the Consideration Transferred: Cash $ 17,176 $ — $ 8,053 $ 2,292 Accounts receivable 52,977 6,474 335 4,839 Prepaid expenses and other current assets 7,691 466 397 1,113 Deferred income tax assets — 3,797 9,170 — Property and equipment 40,521 874 7,953 9,580 Identifiable intangible assets: Tradename 17,930 108 5,300 900 Noncompetition agreements 43,040 — 2,840 2,740 Customer relationships 351,290 21,230 4,430 38,510 Other 633 — — — Goodwill 532,276 3,223 109,994 76,279 Accounts payable (836) (279) (174) (2,270) Accrued sales taxes (5,380) — — — Other accrued expenses (51,585) (1,993) (2,203) (8,818) Deferred revenues (5,100) (306) (2) Current maturities of long-term debt — — — (2,600) Deferred income tax liabilities (114,495) — — (14,367) Long-term debt (154,469) — (2,000) (18,785) Other long-term liabilities — — — (207) Total consideration transferred $ 731,669 $ 33,900 $ 143,789 $ 89,204 Acquisition costs in sales, marketing, general and administrative expense: For the year ended December 31, 2015 $ 4,685 $ — $ 48 $ — For the year ended December 31, 2014 $ — $ 553 $ 732 $ 975 For the year ended December 31, 2013 $ — $ — $ — $ — |
Summary Of Other And Contingent Consideration Information Related To Acquisitions | Altegra Health Adminisource Engagement Solutions Capario Other Information: Gross contractual accounts receivable $ 54,608 $ 7,521 $ 335 $ 5,112 Amount not expected to be collected $ 1,631 $ 1,047 $ — $ 273 Goodwill expected to be deductible for tax purposes $ — $ — $ — $ — Contingent Consideration Information: Contingent consideration range N/A N/A $0 - $50,000 N/A Measurement period N/A N/A January 1, 2015 to December 31, 2017 N/A Basis of measurement N/A N/A Revenue performance N/A Type of measurement N/A N/A Level 3 N/A Key assumptions at the acquisition date: Range of annual revenue performance N/A N/A $5,516 - $51,376 N/A Expected payment date(s) N/A N/A 2016 -2018 N/A Discount rate(s) N/A N/A 10.5% to 11.3% N/A Increase (decrease) to net loss: For the year ended December 31, 2015 N/A N/A $ (4,730) N/A For the year ended December 31, 2014 N/A N/A $ — N/A For the year ended December 31, 2013 N/A N/A $ — N/A |
Property And Equipment (Tables)
Property And Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property And Equipment [Abstract] | |
Schedule Of Property And Equipment | 2015 2014 Computer equipment $ 72,628 $ 71,700 Production equipment 25,484 24,266 Office equipment, furniture and fixtures 12,766 12,019 Software 177,833 147,211 Technology 192,157 171,433 Leasehold improvements 36,745 36,105 Construction in process 42,774 25,077 560,387 487,811 Less accumulated depreciation (316,242) (243,658) Property and equipment, net $ 244,145 $ 244,153 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets [Abstract] | |
Schedule Of Goodwill Activity | Software and Analytics Network Solutions Technology-enabled Services Total Balance at December 31, 2013 $ 431,667 $ 574,561 $ 496,206 $ 1,502,434 Acquisitions 149,866 46,511 4,025 200,402 Other — (267) — (267) Balance at December 31, 2014 581,533 620,805 500,231 1,702,569 Acquisitions 532,276 — — 532,276 Other (3,943) — (802) (4,745) Balance at December 31, 2015 $ 1,109,866 $ 620,805 $ 499,429 $ 2,230,100 |
Intangible Assets Subject To Amortization | Weighted Gross Average Carrying Accumulated Remaining Life Amount Amortization Net Customer relationships 14.6 $ 1,979,182 $ (350,846) $ 1,628,336 Tradenames 5.2 24,775 (2,757) 22,018 Non-compete agreements 1.7 61,852 (21,529) 40,323 Data sublicense agreement 1.8 31,000 (21,821) 9,179 Other 2.6 11,654 (3,647) 8,007 Total $ 2,108,463 $ (400,600) $ 1,707,863 |
Aggregate Future Amortization Expense For Intangible Assets | 2016 $ 147,658 2017 134,933 2018 120,587 2019 114,614 2020 112,931 Thereafter 1,077,140 $ 1,707,863 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses [Abstract] | |
Schedule Of Accrued Expenses | 2015 2014 Customer deposits $ 29,136 $ 28,618 Accrued compensation 34,235 31,786 Accrued rebates 7,494 10,272 Accrued telecommunications 4,257 5,196 Accrued outside services 8,387 7,722 Accrued insurance 4,208 5,338 Accrued income, sales and other taxes 9,180 3,183 Accrued interest 7,376 1,828 Interest rate swap agreement 1,870 2,567 Accrued liabilities for purchases of property and equipment 2,883 2,833 Current portion of contingent consideration 4,650 11,548 Current portion of tax receivable agreement obligations to related parties 986 945 Pass-through payments 28,222 48,072 Other accrued liabilities 24,285 15,298 $ 167,169 $ 175,206 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt [Abstract] | |
Schedule Of Long-Term Debt | December 31, December 31, 2015 2014 Senior Credit Facilities $1,696 million Senior Secured Term Loan facility, due November 2, 2018 , net of unamortized discount of $23,511 and $20,016 at December 31, 2015 and December 31, 2014, respectively (effective interest rate of 4.29% ) $ 1,621,981 $ 1,245,376 $160 million Senior Secured Term Loan facility, due November 2, 2018 , net of unamortized discount of $3,334 and $4,438 at December 31, 2015 and December 31, 2014, respectively (effective interest rate of 4.54% ) 154,666 155,162 $125 million Senior Secured Revolving Credit facility, expiring on November 2, 2016 and bearing interest at a variable base rate plus a spread rate — — Senior Notes $375 million 11% Senior Notes due December 31, 2019 , net of unamortized discount of $6,299 and $7,477 at December 31, 2015 and December 31, 2014, respectively (effective interest rate of 11.53% ) 368,701 367,523 $375 million 11.25% Senior Notes due December 31, 2020 , net of unamortized discount of $8,471 and $9,651 at December 31, 2015 and December 31, 2014, respectively (effective interest rate of 11.85% ) 366,529 365,349 $250 million 6% Senior Notes due February 15, 2021 , net of unamortized discount of $6,161 and $0 at December 31, 2015 and December 31, 2014, respectively (effective interest rate of 6.57% ) 243,839 — Obligation under data sublicense agreement 10,810 17,237 Other 7,427 12,129 Less current portion (32,775) (27,308) Long-term debt $ 2,741,178 $ 2,135,468 |
Aggregate Amounts of Future Maturities under Long-Term Arrangements | Years Ending December 31, 2016 $ 32,775 2017 22,311 2018 1,766,643 2019 375,000 2020 375,000 Thereafter 250,000 $ 2,821,729 |
Interest Rate Swap (Tables)
Interest Rate Swap (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Interest Rate Swap [Abstract] | |
Fair Value Of Derivative Instrument | Fair Values of Derivative Instruments Asset (Liability) Derivatives December 31, December 31, Balance Sheet Location 2015 2014 Derivatives designated as hedging instruments: Interest rate swaps Other assets $ — $ 222 Interest rate swaps Accrued expenses (1,870) (2,567) Interest rate swaps Other long-term liabilities (556) — $ (2,426) $ (2,345) |
Effect Of Derivative Instrument On The Accompanying Consolidated Statements Of Operations | Year Ended December 31, 2015 2014 2013 Derivatives in Cash Flow Hedging Relationships Gain/ (loss) related to effective portion of derivative recognized in other comprehensive loss $ (2,668) $ (3,255) $ (1,559) Gain/ (loss) related to effective portion of derivative reclassified from accumulated other comprehensive loss to interest expense $ (2,587) $ (2,587) $ (2,586) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value Of Financial Instruments Measured On A Recurring Basis | Quoted in Significant Balance at Markets Significant Other Unobservable December 31, Identical Observable Inputs Inputs Description 2015 (Level 1) (Level 2) (Level 3) Interest rate swaps $ (2,426) $ — $ (2,426) $ — Contingent consideration obligations (4,650) — — (4,650) Total $ (7,076) $ — $ (2,426) $ (4,650) |
Reconciliation Of The Fair Value Of The Liabilities That Use Significant Unobservable Inputs (Level 3) | Fiscal Year Ended December 31, 2015 2014 2013 Balance at beginning of period $ (17,486) $ (5,484) $ (296) Adjustment of provisional amounts (50) — — Issuance of contingent consideration — (10,695) (5,553) Settlement of contingent consideration 8,061 — 296 Total changes included in contingent consideration 4,825 (1,307) 69 Balance at end of period $ (4,650) $ (17,486) $ (5,484) |
Quantitative Information About Level 3 Fair Value Measurements | Range of Inputs Fair Value Impairment 2015 2014 2015 2014 2015 2014 Long-lived assets to be held and used (Level 3) Relevant asset group N/A N/A $ 786 $ 13,066 $ 4,995 $ 73,220 Balance sheet account: Customer relationships N/A N/A N/A N/A N/A $ 72,290 Non-compete agreements N/A N/A N/A N/A $ 672 N/A Other intangible assets N/A N/A N/A N/A 1,464 N/A Property and equipment N/A N/A N/A N/A 2,859 $ 930 Unobservable inputs (discounted cash flow method): Probability of contract extension N/A 80% N/A N/A N/A N/A Probability of new contract execution N/A 20% - 90% N/A N/A N/A N/A Expected annual revenue range $101 - $5,443 $3,080 - $3,590 N/A N/A N/A N/A Remaining life of the asset group 7 years N/A N/A N/A N/A N/A Discount rate 14.9% N/A N/A N/A N/A N/A Risk free interest rate N/A 1.6% N/A N/A N/A N/A Long-lived assets to be disposed of Property and Equipment N/A N/A $ — $ — $ 3,557 $ 9,949 |
Carrying Amount And The Estimated Fair Value Of Financial Instruments | Carrying Amount Fair Value Cash and cash equivalents $ 66,655 $ 66,655 Accounts receivable $ 280,858 $ 280,858 Senior Credit Facilities (Level 1) $ 1,776,647 $ 1,774,860 Senior Notes (Level 2) $ 979,069 $ 1,026,250 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments [Abstract] | |
Schedule Of Future Minimum Lease Commitments Under Non-Cancelable Lease Agreements | Years Ending December 31: 2016 $ 14,748 2017 12,947 2018 11,466 2019 6,646 2020 5,407 Thereafter 19,019 Total minimum lease payments $ 70,233 |
Incentive Compensation Plans (T
Incentive Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Compensation Related Costs, Share-based Payments [Line Items] | |
Schedule Of Share-based Compensation, Restricted Stock Units Award Activity | Restricted Stock Units Unvested at December 31, 2014 1,500 Granted — Canceled — Vested 300 Unvested at December 31, 2015 1,200 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | Tier I Tier II Performance Year Ended December 31, 2015: Time Awards Time Awards Awards Weighted average grant date fair value $ 864.02 N/A $ 465.06 Expected volatility 51.24 % N/A 50.70 % Risk-free interest rate 1.76 % N/A 1.70 % Expected term (years) 6.49 N/A N/A Year Ended December 31, 2014: Weighted average grant date fair value $ 721.62 $ 399.07 $ 409.74 Expected volatility 59.22 % 55.87 % 54.01 % Risk-free interest rate 1.93 % 2.76 % 2.35 % Expected term (years) 6.50 N/A N/A Year Ended December 31, 2013: Weighted average grant date fair value $ 606.70 $ 399.07 $ 371.61 Expected volatility 62.05 % 55.87 % 55.87 % Risk-free interest rate 1.77 % 2.76 % 2.76 % Expected term (years) 6.48 N/A N/A |
Black Scholes Option Pricing Model [Member] | |
Compensation Related Costs, Share-based Payments [Line Items] | |
Schedule Of Share Based Compensation, Stock Options Activity | Weighted Average Weighted Average Remaining Aggregate Awards Exercise Price Contractual Term Intrinsic Value Tier I Time Rollover Tier I Time Rollover Tier I Time Rollover Tier I Time Rollover Awards Awards Awards Awards Awards Awards Awards Awards Outstanding at January 1, 2015 61,370.0 2,582.0 $ 1,074 $ 220 8.4 7.4 $ 24,005 $ 3,215 Granted 18,182.5 — 1,682 — Exercised (1,586.2) (240.0) 1,003 250 1,035 292 Expired — — — — Forfeited (3,850.8) — 1,117 — Outstanding at December 31, 2015 74,115.5 2,342.0 $ 1,218 $ 217 7.9 6.5 $ 40,942 $ 3,637 Exercisable at December 31, 2015 29,295.2 2,342.0 $ 1,030 $ 217 7.0 6.5 $ 21,685 $ 3,637 |
Monte Carlo Simulation Pricing Model [Member] | |
Compensation Related Costs, Share-based Payments [Line Items] | |
Schedule Of Share Based Compensation, Stock Options Activity | Weighted Average Weighted Average Remaining Aggregate Awards Exercise Price Contractual Term Intrinsic Value Tier II Time Performance Tier II Time Performance Tier II Time Performance Tier II Time Performance Awards Awards Awards Awards Awards Awards Awards Awards Outstanding at January 1, 2015 14,250.0 59,572.5 $ 2,500 $ 1,074 8.2 8.4 $ — $ — Granted — 18,182.5 — 1,681 Exercised — — — — Expired — — — — Forfeited — (10,182.5) — 1,084 Outstanding at December 31, 2015 14,250.0 67,572.5 $ 2,500 $ 1,237 7.2 8.0 $ — $ — Exercisable at December 31, 2015 7,990.0 — $ 2,500 $ — 6.9 — $ — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Tax Provision (Benefit) | Year Ended December 31, 2015 2014 2013 Current: Federal $ — $ (1,063) $ 349 State 3,359 2,590 2,521 Current income tax provision (benefit) 3,359 1,527 2,870 Deferred: Federal (62,772) (42,382) (40,161) State (14,930) (1,010) 606 Deferred income tax provision (benefit) (77,702) (43,392) (39,555) Total income tax provision (benefit) $ (74,343) $ (41,865) $ (36,685) |
Reconciliation Between Federal Statutory Rate And Effective Income Tax Rate | Year Ended December 31, 2015 2014 2013 Statutory U.S. federal tax rate 35.00 % 35.00 % 35.00 % State income taxes (net of federal benefit) 7.45 1.00 (1.89) Other 1.18 0.79 (0.10) Change in tax status — (1.23) — Effective income tax rate 43.63 % 35.56 % 33.01 % |
Significant Components Of Deferred Tax Assets (Liabilities) | 2015 2014 Deferred tax assets and (liabilities): Depreciation and amortization $ (723,890) $ (636,550) Accounts receivable 2,129 2,503 Fair value of interest rate swap 1,009 967 Accruals and reserves 14,340 17,756 Capital and net operating losses 235,934 203,962 Debt discount and interest 14 451 Equity compensation 11,839 8,675 Valuation allowance (1,670) (15,468) Tax receivable agreement obligation to related parties 26,804 21,381 Other 3,108 1,989 Net deferred tax assets and (liabilities) $ (430,383) $ (394,334) Reported as: Non-current deferred tax assets $ — $ — Non-current deferred tax liabilities (430,383) (394,334) Net deferred tax assets and (liabilities) $ (430,383) $ (394,334) |
Reconciliation Of Beginning And Ending Amount Of Unrecognized Tax Benefit | Year Ended December 31, 2015 2014 2013 Unrecognized benefit from prior years $ 10,312 $ 11,366 $ 11,021 Decreases from prior period tax positions — (38) (216) Increases from current period tax positions — 331 561 Decreases from settlements with taxing authorities — (1,347) — Ending unrecognized benefit $ 10,312 $ 10,312 $ 11,366 |
Tax Receivable Agreement Obli41
Tax Receivable Agreement Obligations To Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tax Receivable Agreement Obligations To Related Parties [Abstract] | |
Estimated Aggregate Payments Due Under The Tax Receivable Agreements | Years Ending December 31: 2016 $ 986 2017 6,212 2018 57,708 2019 89,678 2020 41,895 Thereafter 159,263 Gross expected payments 355,742 Less: Amounts representing discount (181,263) Total tax receivable agreement obligations due to related parties 174,479 Less: Current portion due (included in accrued expenses) (986) Tax receivable agreement obligations due to related parties $ 173,493 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Revenue And Total Segment Contribution For The Reportable Segments | Year Ended December 31, 2015 Technology- Software and Network enabled Corporate and Analytics Solutions Services Eliminations Consolidated Revenue from external customers: Solutions revenue $ 353,526 $ 375,582 $ 421,455 $ (26,375) $ 1,124,188 Postage revenue — — — 352,895 352,895 Inter-segment revenue 1,190 383 4,478 (6,051) — Net revenue $ 354,716 $ 375,965 $ 425,933 $ 320,469 $ 1,477,083 Income (loss) before income taxes 115,721 194,166 144,776 (625,075) (170,412) Interest expense — — — 168,252 168,252 Depreciation and amortization — — — 342,303 342,303 EBITDA 115,721 194,166 144,776 (114,520) 340,143 Equity compensation 1,972 820 701 5,792 9,285 Acquisition accounting adjustments 1,165 5 636 — 1,806 Acquisition-related costs 395 93 1,012 6,943 8,443 Transaction-related costs and advisory fees — — — 6,703 6,703 Strategic initiatives, duplicative and transition costs 2,101 1,333 1,784 5,672 10,890 Severance costs 2,209 846 2,748 1,192 6,995 Accretion — — — 10,496 10,496 Impairment of long-lived assets 2,178 5,953 999 (578) 8,552 Contingent consideration (4,825) — — — (4,825) Other non-routine, net 944 521 114 3,538 5,117 EBITDA Adjustments 6,139 9,571 7,994 39,758 63,462 Adjusted EBITDA $ 121,860 $ 203,737 $ 152,770 $ (74,762) $ 403,605 Year Ended December 31, 2014 Technology- Software and Network enabled Corporate and Analytics Solutions Services Eliminations Consolidated Revenue from external customers: Solutions revenue $ 249,489 $ 349,061 $ 431,674 $ (23,275) $ 1,006,949 Postage revenue — — — 343,464 343,464 Inter-segment revenue 1,030 352 7,693 (9,075) — Net revenue $ 250,519 $ 349,413 $ 439,367 $ 311,114 $ 1,350,413 Income (loss) before income taxes 84,897 173,586 74,047 (450,249) (117,719) Interest expense — — — 146,829 146,829 Depreciation and amortization — — — 189,218 189,218 EBITDA 84,897 173,586 74,047 (114,202) 218,328 Equity compensation 567 567 1,049 5,151 7,334 Acquisition accounting adjustments 305 6 780 (56) 1,035 Acquisition-related costs 88 110 2,268 4,461 6,927 Transaction-related costs and advisory fees — — — 6,448 6,448 Strategic initiatives, duplicative and transition costs 828 237 179 11,620 12,864 Severance costs 1,389 1,592 2,134 2,890 8,005 Accretion — — — 14,446 14,446 Impairment of long-lived assets 219 2,036 76,909 4,005 83,169 Contingent consideration — 1,071 — 236 1,307 Other non-routine, net 1,235 334 4,131 (1,216) 4,484 EBITDA Adjustments 4,631 5,953 87,450 47,985 146,019 Adjusted EBITDA $ 89,528 $ 179,539 $ 161,497 $ (66,217) $ 364,347 Year Ended December 31, 2013 Technology- Software and Network enabled Corporate and Analytics Solutions Services Eliminations Consolidated Revenue from external customers: Solutions revenue $ 206,974 $ 331,479 $ 417,262 $ (25,002) $ 930,713 Postage revenue — — — 311,854 311,854 Inter-segment revenue 2,173 334 3,834 (6,341) — Net revenue $ 209,147 $ 331,813 $ 421,096 $ 280,511 $ 1,242,567 Income (loss) before income taxes 56,203 158,061 140,836 (466,243) (111,143) Interest expense — — — 153,169 153,169 Depreciation and amortization — — — 183,839 183,839 EBITDA 56,203 158,061 140,836 (129,235) 225,865 Equity compensation 735 1,540 1,210 3,536 7,021 Acquisition accounting adjustments 517 116 295 (34) 894 Acquisition-related costs 200 141 1,850 1,054 3,245 Transaction-related costs and advisory fees — — — 6,948 6,948 Strategic initiatives, duplicative and transition costs 892 1,596 587 5,326 8,401 Severance costs 810 1,207 791 4,712 7,520 Loss on extinguishment of debt and other related costs — — — 24,311 24,311 Accretion — — — 26,470 26,470 Impairment of long-lived assets 5,782 1,831 2,688 318 10,619 Contingent consideration — (69) — — (69) Other non-routine, net 600 277 5,472 (3,584) 2,765 EBITDA Adjustments 9,536 6,639 12,893 69,057 98,125 Adjusted EBITDA $ 65,739 $ 164,700 $ 153,729 $ (60,178) $ 323,990 |
Accumulated Other Comprehensi43
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Summary Of Accumulated Other Comprehensive Income (Loss) | Foreign Accumulated Currency Other Translation Cash Flow Comprehensive Adjustment Hedge Income (Loss) Balance at January 1, 2015 $ (483) $ (1,472) $ (1,955) Change associated with foreign currency translation (654) — (654) Change associated with current period hedging — 2,540 2,540 Reclassification into earnings — (2,587) (2,587) Balance at December 31, 2015 $ (1,137) $ (1,519) $ (2,656) |
Supplemental Condensed Consol44
Supplemental Condensed Consolidating Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet As of December 31, 2015 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 738 $ 65,917 $ — $ 66,655 Accounts receivable, net of allowance for doubtful accounts — 280,858 — 280,858 Prepaid expenses and other current assets 2,234 33,179 — 35,413 Total current assets 2,972 379,954 — 382,926 Property and equipment, net 3 244,142 — 244,145 Due from affiliates 135,406 — (135,406) — Investment in consolidated subsidiaries 1,790,964 — (1,790,964) — Goodwill — 2,230,100 — 2,230,100 Intangible assets, net 1,000 1,706,863 — 1,707,863 Other assets, net 253,960 8,050 (253,510) 8,500 Total assets $ 2,184,305 $ 4,569,109 $ (2,179,880) $ 4,573,534 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ — $ 27,950 $ — $ 27,950 Accrued expenses 10,689 156,480 — 167,169 Deferred revenues — 12,943 — 12,943 Current portion of long-term debt 8,099 24,676 — 32,775 Total current liabilities 18,788 222,049 — 240,837 Due to affiliates — 135,406 (135,406) — Long-term debt, excluding current portion 1,015,243 1,725,935 — 2,741,178 Deferred income tax liabilities — 683,893 (253,510) 430,383 Tax receivable agreement obligations to related parties 173,493 — — 173,493 Other long-term liabilities 1,092 10,862 — 11,954 Commitments and contingencies Equity 975,689 1,790,964 (1,790,964) 975,689 Total liabilities and equity $ 2,184,305 $ 4,569,109 $ (2,179,880) $ 4,573,534 Condensed Consolidating Balance Sheet As of December 31, 2014 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 796 $ 81,510 $ — $ 82,306 Accounts receivable, net of allowance for doubtful accounts — 233,791 — 233,791 Prepaid expenses and other current assets 2,267 26,979 — 29,246 Total current assets 3,063 342,280 — 345,343 Property and equipment, net 7 244,146 — 244,153 Due from affiliates — 180,610 (180,610) — Investment in subsidiaries 1,740,062 — (1,740,062) — Goodwill — 1,702,569 — 1,702,569 Intangible assets, net 133,500 1,405,894 — 1,539,394 Other assets, net 150,906 7,924 (149,647) 9,183 Total assets $ 2,027,538 $ 3,883,423 $ (2,070,319) $ 3,840,642 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ — $ 16,399 $ — $ 16,399 Accrued expenses 4,935 170,271 — 175,206 Deferred revenues — 10,518 — 10,518 Current portion of long-term debt 6,709 20,599 — 27,308 Total current liabilities 11,644 217,787 — 229,431 Due to affiliates 180,610 — (180,610) — Long-term debt, excluding current portion 769,236 1,366,232 — 2,135,468 Deferred income tax liabilities — 543,981 (149,647) 394,334 Tax receivable agreement obligations to related parties 163,983 — — 163,983 Other long-term liabilities — 15,361 — 15,361 Commitments and contingencies Equity: 902,065 1,740,062 (1,740,062) 902,065 Total liabilities and equity $ 2,027,538 $ 3,883,423 $ (2,070,319) $ 3,840,642 |
Condensed Consolidating Statement Of Operations | Condensed Consolidating Statement of Operations Year Ended December 31, 2015 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Revenue: Solutions revenue $ — $ 1,124,188 $ — $ 1,124,188 Postage revenue — 352,895 — 352,895 Total revenue — 1,477,083 — 1,477,083 Costs and expenses: Cost of operations (exclusive of depreciation and amortization below) 228 507,130 — 507,358 Development and engineering — 45,489 — 45,489 Sales, marketing, general and administrative 11,447 206,269 — 217,716 Customer postage — 352,895 — 352,895 Depreciation and amortization 132,509 209,794 — 342,303 Accretion 10,496 — — 10,496 Impairment of long-lived assets — 8,552 — 8,552 Operating income (loss) (154,680) 146,954 — (7,726) Equity in earnings of consolidated subsidiaries (46,686) — 46,686 — Interest expense, net 91,904 76,348 — 168,252 Contingent consideration — (4,825) — (4,825) Other — (741) — (741) Income (loss) before income tax provision (benefit) (199,898) 76,172 (46,686) (170,412) Income tax provision (benefit) (103,829) 29,486 — (74,343) Net income (loss) $ (96,069) $ 46,686 $ (46,686) $ (96,069) Condensed Consolidating Statement of Operations Year Ended December 31, 2014 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Revenue Solutions revenue $ — $ 1,006,949 $ — $ 1,006,949 Postage revenue — 343,464 — 343,464 Total revenue — 1,350,413 — 1,350,413 Costs and expenses: Cost of operations (exclusive of depreciation and amortization below) — 462,332 — 462,332 Development and engineering — 32,956 — 32,956 Sales, marketing, general and administrative 17,126 181,253 — 198,379 Customer postage — 343,464 — 343,464 Depreciation and amortization 9,003 180,215 — 189,218 Accretion 14,446 — — 14,446 Impairment of long-lived assets — 83,169 — 83,169 Operating income (loss) (40,575) 67,024 — 26,449 Equity in earnings of consolidated subsidiaries 31,409 — (31,409) — Interest expense, net 93,471 53,358 — 146,829 Contingent consideration — 1,307 — 1,307 Other (111) (3,857) — (3,968) Income (loss) before income tax provision (benefit) (165,344) 16,216 31,409 (117,719) Income tax provision (benefit) (89,490) 47,625 — (41,865) Net income (loss) $ (75,854) $ (31,409) $ 31,409 $ (75,854) Condensed Consolidating Statement of Operations Year Ended December 31, 2013 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Revenue Solutions revenue $ — $ 930,713 $ — $ 930,713 Postage revenue — 311,854 311,854 Total revenue — 1,242,567 — 1,242,567 Costs and expenses: Cost of operations (exclusive of depreciation and amortization below) — 447,324 — 447,324 Development and engineering — 31,426 — 31,426 Sales, marketing, general and administrative 12,321 157,730 — 170,051 Customer postage — 311,854 — 311,854 Depreciation and amortization 9,004 174,835 — 183,839 Accretion 26,470 — — 26,470 Impairment of long-lived assets — 10,619 — 10,619 Operating income (loss) (47,795) 108,779 — 60,984 Equity in earnings of consolidated subsidiaries (14,159) — 14,159 — Interest expense, net 94,021 59,148 — 153,169 Loss on extinguishment of debt 485 22,675 — 23,160 Contingent consideration — (69) — (69) Other (2,925) (1,208) — (4,133) Income (loss) before income tax provision (benefit) (125,217) 28,233 (14,159) (111,143) Income tax provision (benefit) (50,759) 14,074 — (36,685) Net income (loss) $ (74,458) $ 14,159 $ (14,159) $ (74,458) |
Condensed Consolidating Statement Of Comprehensive Income (Loss) | Condensed Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2015 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Net income (loss) $ (96,069) $ 46,686 $ (46,686) $ (96,069) Other comprehensive income (loss): Changes in fair value of interest rate swap, net of taxes (47) — — (47) Foreign currency translation adjustment — (654) — (654) Equity in other comprehensive earnings (654) — 654 — Other comprehensive income (loss) (701) (654) 654 (701) Total comprehensive income (loss) $ (96,770) $ 46,032 $ (46,032) $ (96,770) Condensed Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2014 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Net income (loss) $ (75,854) $ (31,409) $ 31,409 $ (75,854) Other comprehensive income (loss): Changes in fair value of interest rate swap, net of taxes (393) — — (393) Foreign currency translation adjustment — (219) — (219) Equity in other comprehensive earnings (219) — 219 — Other comprehensive income (loss) (612) (219) 219 (612) Total comprehensive income (loss) $ (76,466) $ (31,628) $ 31,628 $ (76,466) Condensed Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2013 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Net income (loss) $ (74,458) $ 14,159 $ (14,159) $ (74,458) Other comprehensive income (loss): Changes in fair value of interest rate swap, net of taxes 2,583 — — 2,583 Foreign currency translation adjustment — (137) — (137) Equity in other comprehensive earnings (137) — 137 — Other comprehensive income (loss) 2,446 (137) 137 2,446 Total comprehensive income (loss) $ (72,012) $ 14,022 $ (14,022) $ (72,012) |
Condensed Consolidating Statement Of Cash Flows | Year Ended December 31, 2015 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Operating activities Net income (loss) $ (96,069) $ 46,686 $ (46,686) $ (96,069) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 132,509 209,794 - 342,303 Accretion 10,496 - - 10,496 Equity compensation 315 8,970 - 9,285 Deferred income tax expense (benefit) (26,160) (51,542) - (77,702) Amortization of debt discount and issuance costs 3,390 7,396 - 10,786 Contingent consideration - (4,825) - (4,825) Impairment of long lived assets - 8,552 - 8,552 Equity in earnings of consolidated subsidiaries (46,686) - 46,686 - Other (1,488) (332) - (1,820) Changes in operating assets and liabilities: Accounts receivable - 5,078 - 5,078 Prepaid expenses and other (77,416) 78,626 - 1,210 Accounts payable - 11,391 - 11,391 Accrued expenses, deferred revenue, and other liabilities 9,464 (60,430) - (50,966) Tax receivable agreement obligations to related parties (944) - - (944) Due to/from affiliates (316,014) 316,014 - - Net cash provided (used in) by operating activities (408,603) 575,378 - 166,775 Investing activities Purchases of property and equipment - (56,963) - (56,963) Payments for acquisitions, net of cash acquired - (717,669) - (717,669) Other - (5,325) - (5,325) Investment in subsidiary 4,755 - (4,755) - Net cash provided by (used in) investing activities 4,755 (779,957) (4,755) (779,957) Financing activities Distributions from (to) Change Healthcare Holdings, Inc., net - (4,755) 4,755 - Proceeds from Term Loan Facility 8,481 376,930 - 385,411 Payments on Term Loan Facility (320) (16,180) - (16,500) Proceeds from Senior Notes 243,453 - - 243,453 Proceeds from Revolving Facility - 60,000 - 60,000 Payments on Revolving Facility - (60,000) - (60,000) Payment of loan costs (2,500) - - (2,500) Payment of debt assumed from acquisition - (154,469) - (154,469) Payment of data sublicense obligation (6,433) - - (6,433) Payments of deferred financing obligations - (6,987) - (6,987) Repurchase of Parent common stock (5,772) - - (5,772) Capital contribution from Parent 166,881 - - 166,881 Payment of contingent consideration - (5,553) - (5,553) Net cash provided by (used in) financing activities 403,790 188,986 4,755 597,531 Net decrease in cash and cash equivalents (58) (15,593) - (15,651) Cash and cash equivalents at beginning of period 796 81,510 - 82,306 Cash and cash equivalents at end of period $ 738 $ 65,917 $ - $ 66,655 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2014 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Operating activities Net income (loss) $ (75,854) $ (31,409) $ 31,409 $ (75,854) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 9,003 180,215 - 189,218 Accretion expense 14,446 - - 14,446 Equity compensation expense 335 6,999 - 7,334 Deferred income tax expense (benefit) (89,089) 45,697 - (43,392) Amortization of debt discount and issuance costs 2,704 5,143 - 7,847 Contingent consideration - 1,307 - 1,307 Gain on sale of cost method investment (114) - - (114) Impairment of long lived assets - 83,169 - 83,169 Equity in earnings of consolidated subsidiaries 31,409 - (31,409) - Other (1,089) (1,166) - (2,255) Changes in operating assets and liabilities: Accounts receivable - (6,824) - (6,824) Prepaid expenses and other 773 (237) - 536 Accounts payable - 4,591 - 4,591 Accrued expenses, deferred revenue, and other liabilities (2,608) 29,258 - 26,650 Tax receivable agreement obligations to related parties (988) - - (988) Due to/from affiliates 111,582 (111,582) - - Net cash provided by (used in) operating activities 510 205,161 - 205,671 Investing activities Purchases of property and equipment - (55,926) - (55,926) Payments for acquisitions, net of cash acquired - (252,772) - (252,772) Other 677 (139) - 538 Investment in subsidiaries, net 95 - (95) - Net cash provided by (used in) investing activities 772 (308,837) (95) (308,160) Financing activities Distributions from (to) Change Healthcare Holdings, Inc., net - (95) 95 - Proceeds from Term Loan Facility - 157,600 - 157,600 Payments on Term Loan Facility (276) (13,003) - (13,279) Proceeds from Revolving Facility - 183,000 - 183,000 Payments on Revolving Facility - (183,000) - (183,000) Payment of loan costs - (2,096) - (2,096) Payment of debt assumed from acquisition - (25,262) - (25,262) Payment of data sublicense obligation (5,300) - - (5,300) Payments of deferred financing obligations - (5,441) - (5,441) Repurchase of Parent common stock (960) (261) - (1,221) Capital contribution from Parent 3,256 - - 3,256 Net cash provided by (used in) financing activities (3,280) 111,442 95 108,257 Net increase (decrease) in cash and cash equivalents (1,998) 7,766 - 5,768 Cash and cash equivalents at beginning of period 2,794 73,744 - 76,538 Cash and cash equivalents at end of period $ 796 $ 81,510 $ - $ 82,306 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2013 Change Healthcare Guarantor Consolidating Holdings, Inc. Subsidiaries Adjustments Consolidated Operating activities Net income (loss) $ (74,458) $ 14,159 $ (14,159) $ (74,458) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 9,004 174,835 - 183,839 Accretion expense 26,470 - - 26,470 Equity compensation expense 240 6,781 - 7,021 Deferred income tax expense (benefit) (49,195) 9,640 - (39,555) Amortization of debt discount and issuance costs 2,501 5,974 - 8,475 Contingent consideration - (69) - (69) Gain on sale of cost method investment (2,925) - - (2,925) Loss on extinguishment of debt 478 22,350 - 22,828 Impairment of long lived assets - 10,619 - 10,619 Equity in earnings of consolidated subsidiaries (14,159) - 14,159 - Other (822) (1,140) - (1,962) Changes in operating assets and liabilities: Accounts receivable - (20,791) - (20,791) Prepaid expenses and other (2,402) 3,844 - 1,442 Accounts payable - 1,335 - 1,335 Accrued expenses, deferred revenue, and other liabilities 3,171 26,102 - 29,273 Tax receivable agreement obligations to related parties (1,142) - - (1,142) Due to/from affiliates 6,209 (6,209) - - Net cash provided by (used in) operating activities (97,030) 247,430 - 150,400 Investing activities Purchases of property and equipment (11) (71,075) - (71,086) Payments for acquisitions, net of cash acquired - (18,291) - (18,291) Proceeds from sale of cost method investment 96,475 (90,655) - 5,820 Investment in subsidiaries, net 5,821 - (5,821) - Net cash provided by (used in) investing activities 102,285 (180,021) (5,821) (83,557) Financing activities Distributions from (to) Change Healthcare Holdings, Inc., net - (5,821) 5,821 - Payments on Term Loan Facility (280) (12,632) - (12,912) Payment of loan costs - (2,178) - (2,178) Payment of debt assumed from acquisition - (218) - (218) Payment of data sublicense obligation (4,321) - - (4,321) Payments of deferred financing obligations - (3,243) - (3,243) Repurchase of Parent common stock (613) - - (613) Capital contribution from Parent 1,999 - 1,999 Other - (582) - (582) Net cash provided by (used in) financing activities (3,215) (24,674) 5,821 (22,068) Net increase (decrease) in cash and cash equivalents 2,040 42,735 - 44,775 Cash and cash equivalents at beginning of period 754 31,009 - 31,763 Cash and cash equivalents at end of period $ 2,794 $ 73,744 $ - $ 76,538 |
Summary Of Significant Accoun45
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Customer postage | $ 352,895 | $ 343,464 | $ 311,854 |
Percentage of cash savings | 85.00% | ||
Other assets, net | $ 8,500 | 9,183 | |
Long-term debt, excluding current portion | 2,741,178 | 2,135,468 | |
Deferred income tax liabilities | 430,383 | 394,334 | |
Restatement Adjustment [Member] | |||
Other assets, net | (11,128) | ||
Long-term debt, excluding current portion | (11,128) | ||
Deferred income tax assets | (18,893) | ||
Deferred income tax liabilities | (18,893) | ||
Change Healthcare Holdings, Inc. [Member] | |||
Other assets, net | 253,960 | 150,906 | |
Long-term debt, excluding current portion | $ 1,015,243 | $ 769,236 |
Summary Of Significant Accoun46
Summary Of Significant Accounting Policies (Useful Lives Of Newly Acquired Assets) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Internally Developed Software [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 3 years |
Minimum [Member] | Computer Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 3 years |
Minimum [Member] | Production Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 5 years |
Minimum [Member] | Office Equipment, Furniture And Fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 3 years |
Minimum [Member] | Technology [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 6 years |
Maximum [Member] | Computer Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 5 years |
Maximum [Member] | Production Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 7 years |
Maximum [Member] | Office Equipment, Furniture And Fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 7 years |
Maximum [Member] | Technology [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property and equipment, in years | 9 years |
Summary Of Significant Accoun47
Summary Of Significant Accounting Policies (Estimated Useful Lives Of Intangible Assets) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Data Sublicense Agreement [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 6 years |
Minimum [Member] | Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 5 years |
Minimum [Member] | Tradenames [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 3 years |
Minimum [Member] | Noncompetition Agreements [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 2 years |
Minimum [Member] | Premise-Based Software [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 1 year |
Maximum [Member] | Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 20 years |
Maximum [Member] | Tradenames [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 20 years |
Maximum [Member] | Noncompetition Agreements [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 5 years |
Maximum [Member] | Premise-Based Software [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of the intangible assets, in years | 3 years |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Altegra Health [Member] | |
Business Acquisition [Line Items] | |
Pre-acquisition contingencies, liabilities | $ 5,658 |
Business Combinations (Summary
Business Combinations (Summary Of Information Related To Acquisitions) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allocation of the Consideration Transferred: | |||
Goodwill | $ 2,230,100 | $ 1,702,569 | $ 1,502,434 |
Altegra Health [Member] | |||
Total Consideration Fair Value at Acquisition Date: | |||
Cash paid at closing | 735,669 | ||
Other | (4,000) | ||
Total consideration transferred | 731,669 | ||
Allocation of the Consideration Transferred: | |||
Cash | 17,176 | ||
Accounts receivable | 52,977 | ||
Prepaid expenses and other current assets | 7,691 | ||
Property and equipment | 40,521 | ||
Goodwill | 532,276 | ||
Accounts payable | (836) | ||
Accrued sales taxes | (5,380) | ||
Other accrued expenses | (51,585) | ||
Deferred revenues | (5,100) | ||
Deferred income tax liabilities | (114,495) | ||
Long-term debt | (154,469) | ||
Total consideration transferred | 731,669 | ||
Acquisition costs in sales, marketing, general and administrative expense: | |||
Acquisition costs in sales, marketing, general and administrative expense | 4,685 | ||
Altegra Health [Member] | Tradenames [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 17,930 | ||
Altegra Health [Member] | Noncompetition Agreements [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 43,040 | ||
Altegra Health [Member] | Customer Relationships [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 351,290 | ||
Altegra Health [Member] | Other [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 633 | ||
Adminisource [Member] | |||
Total Consideration Fair Value at Acquisition Date: | |||
Cash paid at closing | 34,825 | ||
Other | (925) | ||
Total consideration transferred | 33,900 | ||
Allocation of the Consideration Transferred: | |||
Accounts receivable | 6,474 | ||
Prepaid expenses and other current assets | 466 | ||
Deferred income tax assets | 3,797 | ||
Property and equipment | 874 | ||
Goodwill | 3,223 | ||
Accounts payable | (279) | ||
Other accrued expenses | (1,993) | ||
Total consideration transferred | 33,900 | ||
Acquisition costs in sales, marketing, general and administrative expense: | |||
Acquisition costs in sales, marketing, general and administrative expense | 553 | ||
Adminisource [Member] | Tradenames [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 108 | ||
Adminisource [Member] | Customer Relationships [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 21,230 | ||
Engagement Solutions [Member] | |||
Total Consideration Fair Value at Acquisition Date: | |||
Cash paid at closing | 138,329 | ||
Contingent consideration | 4,730 | ||
Parent options fair value | 650 | ||
Other | 80 | ||
Total consideration transferred | 143,789 | ||
Allocation of the Consideration Transferred: | |||
Cash | 8,053 | ||
Accounts receivable | 335 | ||
Prepaid expenses and other current assets | 397 | ||
Deferred income tax assets | 9,170 | ||
Property and equipment | 7,953 | ||
Goodwill | 109,994 | ||
Accounts payable | (174) | ||
Other accrued expenses | (2,203) | ||
Deferred revenues | (306) | ||
Long-term debt | (2,000) | ||
Total consideration transferred | 143,789 | ||
Acquisition costs in sales, marketing, general and administrative expense: | |||
Acquisition costs in sales, marketing, general and administrative expense | 48 | 732 | |
Engagement Solutions [Member] | Tradenames [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 5,300 | ||
Engagement Solutions [Member] | Noncompetition Agreements [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 2,840 | ||
Engagement Solutions [Member] | Customer Relationships [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 4,430 | ||
Capario [Member] | |||
Total Consideration Fair Value at Acquisition Date: | |||
Cash paid at closing | 89,423 | ||
Other | (219) | ||
Total consideration transferred | 89,204 | ||
Allocation of the Consideration Transferred: | |||
Cash | 2,292 | ||
Accounts receivable | 4,839 | ||
Prepaid expenses and other current assets | 1,113 | ||
Property and equipment | 9,580 | ||
Goodwill | 76,279 | ||
Accounts payable | (2,270) | ||
Other accrued expenses | (8,818) | ||
Deferred revenues | (2) | ||
Current maturities of long-term debt | (2,600) | ||
Deferred income tax liabilities | (14,367) | ||
Long-term debt | (18,785) | ||
Other long-term liabilities | (207) | ||
Total consideration transferred | 89,204 | ||
Acquisition costs in sales, marketing, general and administrative expense: | |||
Acquisition costs in sales, marketing, general and administrative expense | $ 975 | ||
Capario [Member] | Tradenames [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 900 | ||
Capario [Member] | Noncompetition Agreements [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | 2,740 | ||
Capario [Member] | Customer Relationships [Member] | |||
Allocation of the Consideration Transferred: | |||
Identifiable intangible assets | $ 38,510 |
Business Combinations (Summar50
Business Combinations (Summary Of Other And Contingent Consideration Information Related To Acquisitions) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Altegra Health [Member] | |
Other Information: | |
Gross contractual accounts receivable | $ 54,608 |
Amount not expected to be collected | 1,631 |
Adminisource [Member] | |
Other Information: | |
Gross contractual accounts receivable | 7,521 |
Amount not expected to be collected | 1,047 |
Engagement Solutions [Member] | |
Other Information: | |
Gross contractual accounts receivable | 335 |
Contingent consideration range, Min | 0 |
Contingent consideration range, Max | $ 50,000 |
Basis of measurement | Revenue performance |
Type of measurement | Level 3 |
Increase (decrease) to net loss | $ (4,730) |
Engagement Solutions [Member] | Minimum [Member] | |
Other Information: | |
Measurement period | Jan. 1, 2015 |
Range of annual revenue performance | $ 5,516 |
Expected payment date, year | 2,016 |
Discount rate | 10.50% |
Engagement Solutions [Member] | Maximum [Member] | |
Other Information: | |
Measurement period | Dec. 31, 2017 |
Range of annual revenue performance | $ 51,376 |
Expected payment date, year | (2,018) |
Discount rate | 11.30% |
Capario [Member] | |
Other Information: | |
Gross contractual accounts receivable | $ 5,112 |
Amount not expected to be collected | $ 273 |
Property And Equipment (Narrati
Property And Equipment (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property And Equipment [Abstract] | |||
Depreciation expense | $ 90,294 | $ 88,068 | $ 80,538 |
Property And Equipment (Schedul
Property And Equipment (Schedule Of Property And Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 560,387 | $ 487,811 |
Less accumulated depreciation | (316,242) | (243,658) |
Property and equipment, net | 244,145 | 244,153 |
Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 72,628 | 71,700 |
Production Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 25,484 | 24,266 |
Office Equipment, Furniture And Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 12,766 | 12,019 |
Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 177,833 | 147,211 |
Technology [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 192,157 | 171,433 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 36,745 | 36,105 |
Construction In Procress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 42,774 | $ 25,077 |
Goodwill And Intangible Asset53
Goodwill And Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill And Intangible Assets [Abstract] | |||
Amortization expense of intangible assets | $ 252,009 | $ 101,150 | $ 103,301 |
Goodwill And Intangible Asset54
Goodwill And Intangible Assets (Schedule Of Goodwill Activity) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets [Line Items] | ||
Balance | $ 1,702,569 | $ 1,502,434 |
Acquisitions | 532,276 | 200,402 |
Other | (4,745) | (267) |
Balance | 2,230,100 | 1,702,569 |
Software And Analytics [Member] | ||
Goodwill and Intangible Assets [Line Items] | ||
Balance | 581,533 | 431,667 |
Acquisitions | 532,276 | 149,866 |
Other | (3,943) | |
Balance | 1,109,866 | 581,533 |
Network Solutions [Member] | ||
Goodwill and Intangible Assets [Line Items] | ||
Balance | $ 620,805 | 574,561 |
Acquisitions | 46,511 | |
Other | (267) | |
Balance | $ 620,805 | 620,805 |
Technology-Enabled Services [Member] | ||
Goodwill and Intangible Assets [Line Items] | ||
Balance | $ 500,231 | 496,206 |
Acquisitions | 4,025 | |
Other | $ (802) | |
Balance | $ 499,429 | $ 500,231 |
Goodwill And Intangible Asset55
Goodwill And Intangible Assets (Intangible Assets Subject To Amortization) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,108,463 | |
Accumulated Amortization | (400,600) | |
Intangible assets, net | $ 1,707,863 | $ 1,539,394 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 14 years 7 months 6 days | |
Gross Carrying Amount | $ 1,979,182 | |
Accumulated Amortization | (350,846) | |
Intangible assets, net | $ 1,628,336 | |
Tradenames [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 5 years 2 months 12 days | |
Gross Carrying Amount | $ 24,775 | |
Accumulated Amortization | (2,757) | |
Intangible assets, net | $ 22,018 | |
Noncompetition Agreements [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 1 year 8 months 12 days | |
Gross Carrying Amount | $ 61,852 | |
Accumulated Amortization | (21,529) | |
Intangible assets, net | $ 40,323 | |
Data Sublicense Agreement [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 1 year 9 months 18 days | |
Gross Carrying Amount | $ 31,000 | |
Accumulated Amortization | (21,821) | |
Intangible assets, net | $ 9,179 | |
Other [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 2 years 7 months 6 days | |
Gross Carrying Amount | $ 11,654 | |
Accumulated Amortization | (3,647) | |
Intangible assets, net | $ 8,007 |
Goodwill And Intangible Asset56
Goodwill And Intangible Assets (Aggregate Future Amortization Expense For Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets [Abstract] | ||
2,016 | $ 147,658 | |
2,017 | 134,933 | |
2,018 | 120,587 | |
2,019 | 114,614 | |
2,020 | 112,931 | |
Thereafter | 1,077,140 | |
Intangible assets, net | $ 1,707,863 | $ 1,539,394 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Expenses [Abstract] | ||
Customer deposits | $ 29,136 | $ 28,618 |
Accrued compensation | 34,235 | 31,786 |
Accrued rebates | 7,494 | 10,272 |
Accrued telecommunications | 4,257 | 5,196 |
Accrued outside services | 8,387 | 7,722 |
Accrued insurance | 4,208 | 5,338 |
Accrued income, sales and other taxes | 9,180 | 3,183 |
Accrued interest | 7,376 | 1,828 |
Interest rate swap agreement | 1,870 | 2,567 |
Accrued liabilities for purchases of property and equipment | 2,883 | 2,833 |
Current portion of contingent consideration | 4,650 | 11,548 |
Current portion of tax receivable agreement obligations to related parties | 986 | 945 |
Pass-through payments | 28,222 | 48,072 |
Other accrued liabilities | 24,285 | 15,298 |
Accrued expenses, total | $ 167,169 | $ 175,206 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Aug. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Apr. 30, 2013 | Apr. 30, 2012USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2010USD ($) | |
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ (23,160) | ||||||
Senior Credit Facilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Accordion credit | $ 300 | ||||||
Net leverage ratio | 5.35 | ||||||
Proceeds from credit facility | $ 395,000 | $ 160,000 | |||||
Percentage of capital stock of foreign restricted subsidiaries | 65.00% | ||||||
Senior Credit Facilities [Member] | Federal Funds Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Senior Credit Facilities [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.00% | ||||||
Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repurchase price percent equal of the principal amount, plus accrued and unpaid interest | 101.00% | ||||||
Data Sublicense Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Payments due related to an asset acquired | $ 12,700 | $ 65,000 | |||||
Deferred Financing [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Deferred financing obligations recorded at the present value of the scheduled payments | $ 7,500 | ||||||
11% Senior Notes Due December 31, 2019 [Member] | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 11.00% | 11.00% | |||||
Maturity date | Dec. 31, 2019 | ||||||
11.25% Senior Notes Due December 31, 2020 [Member] | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 11.25% | 11.25% | |||||
Maturity date | Dec. 31, 2020 | ||||||
6% Senior Notes Due February 15, 2021 [Member] | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 6.00% | 6.00% | |||||
Maturity date | Feb. 15, 2021 | ||||||
Redemption period end date | Aug. 15, 2017 | ||||||
Percentage of aggregate principal amount, plus a premium and accrued and unpaid interest that can be redeemed | 100.00% | ||||||
Redemption price percentage | 100.00% | ||||||
Senior Secured Term Loan Facility, Effective Interest Of 4.29% [Member] | Senior Credit Facilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Nov. 2, 2018 | ||||||
Senior Secured Term Loan Facility, Effective Interest Of 4.54% [Member] | Senior Credit Facilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Nov. 2, 2018 | ||||||
Maximum [Member] | Senior Credit Facilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Net leverage ratio | 4 | ||||||
Maximum [Member] | 6% Senior Notes Due February 15, 2021 [Member] | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of amount outstanding that can be redeemed | 40.00% | ||||||
Revolving Credit Facility, Swingline Loans [Member] | Senior Credit Facilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 30,000 | ||||||
Revolving Credit Facility, Letters Of Credit [Member] | Senior Credit Facilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 50,000 | ||||||
Revolving Credit Facility [Member] | Senior Credit Facilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Nov. 2, 2016 | ||||||
Line of credt, amount borrowed | $ 6,745 | ||||||
Commitment fee percentage | 0.50% | ||||||
Revolving Credit Facility [Member] | Senior Credit Facilities [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
LIBOR floor rate | 0.00% | ||||||
Term Loan Facility [Member] | Senior Credit Facilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Nov. 2, 2018 | ||||||
Proceeds from issuance of debt | $ 80,000 | ||||||
Net cash proceeds of incurrence of debt, percentage | 100.00% | ||||||
Percentage of annual excess cash flow | 50.00% | ||||||
Percentage of annual excess cash flow based on first lien net leverage ratio | 25.00% | ||||||
Reduced percentage of annual excess cash flow based on first lien net leverage ratio | 0.00% | ||||||
Net cash proceeds of asset sales and casualty and condemnation events | 100.00% | ||||||
Percentage of premium on aggregate principal amount of Incremental Term Loan | 0.25% | ||||||
Term Loan Facility [Member] | Senior Credit Facilities [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.50% | 1.25% | |||||
LIBOR floor rate | 1.25% | ||||||
Term Loan Facility [Member] | Senior Credit Facilities [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.25% |
Long-Term Debt (Schedule Of Lon
Long-Term Debt (Schedule Of Long-Term Debt) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Long-term debt | $ 2,821,729,000 | |
Other | 7,427,000 | $ 12,129,000 |
Less current portion | (32,775,000) | (27,308,000) |
Long-term debt | 2,741,178,000 | 2,135,468,000 |
Data Sublicense Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 10,810,000 | 17,237,000 |
Senior Secured Term Loan Facility, Effective Interest Of 4.29% [Member] | Senior Credit Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,621,981,000 | 1,245,376,000 |
Long-term debt, face amount | $ 1,696,000,000 | 1,696,000,000 |
Maturity date | Nov. 2, 2018 | |
Long-term debt, unamortized discount | $ 23,511,000 | $ 20,016,000 |
Long-term debt, effective interest rate | 4.29% | 4.29% |
Senior Secured Term Loan Facility, Effective Interest Of 4.54% [Member] | Senior Credit Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 154,666,000 | $ 155,162,000 |
Long-term debt, face amount | $ 160,000,000 | 160,000,000 |
Maturity date | Nov. 2, 2018 | |
Long-term debt, unamortized discount | $ 3,334,000 | $ 4,438,000 |
Long-term debt, effective interest rate | 4.54% | 4.54% |
Senior Secured Revolving Credit Facility, Expiring On November 2, 2016 [Member] | Senior Credit Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | $ 125,000,000 | |
Maturity date | Nov. 2, 2016 | |
11% Senior Notes Due December 31, 2019 [Member] | Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 368,701,000 | $ 367,523,000 |
Long-term debt, face amount | $ 375,000,000 | $ 375,000,000 |
Long-term debt, stated interest rate | 11.00% | 11.00% |
Maturity date | Dec. 31, 2019 | |
Long-term debt, unamortized discount | $ 6,299,000 | $ 7,477,000 |
Long-term debt, effective interest rate | 11.53% | 11.53% |
11.25% Senior Notes Due December 31, 2020 [Member] | Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 366,529,000 | $ 365,349,000 |
Long-term debt, face amount | $ 375,000,000 | $ 375,000,000 |
Long-term debt, stated interest rate | 11.25% | 11.25% |
Maturity date | Dec. 31, 2020 | |
Long-term debt, unamortized discount | $ 8,471,000 | $ 9,651,000 |
Long-term debt, effective interest rate | 11.85% | 11.85% |
6% Senior Notes Due February 15, 2021 [Member] | Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 243,839,000 | |
Long-term debt, face amount | $ 250,000,000 | $ 250,000,000 |
Long-term debt, stated interest rate | 6.00% | 6.00% |
Maturity date | Feb. 15, 2021 | |
Long-term debt, unamortized discount | $ 6,161,000 | $ 0 |
Long-term debt, effective interest rate | 6.57% | 6.57% |
Long-Term Debt (Aggregate Amoun
Long-Term Debt (Aggregate Amounts of Future Maturities under Long-Term Arrangements) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Long-Term Debt [Abstract] | |
2,016 | $ 32,775 |
2,017 | 22,311 |
2,018 | 1,766,643 |
2,019 | 375,000 |
2,020 | 375,000 |
Thereafter | 250,000 |
Long-term Debt, Total | $ 2,821,729 |
Interest Rate Swap (Narrative)
Interest Rate Swap (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Disclosure Interest Rate Swap Narrative [Abstract] | |
Interest rate derivatives designated as cash flow hedges, notional amount | $ 640,000,000 |
Estimated reclassification as increase to interest expense | 2,562,000 |
Termination value of derivatives | $ 3,117,000 |
Interest Rate Swap (Fair Value
Interest Rate Swap (Fair Value Of Derivative Instrument) (Details) - Designated as Hedging Instrument [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Derivatives designated as hedging instruments: | ||
Fair Values of Derivative Instruments Asset (Liability) Derivatives | $ (2,426) | $ (2,345) |
Other assets [Member] | Interest Rate Swap [Member] | ||
Derivatives designated as hedging instruments: | ||
Fair Values of Derivative Instruments Asset Derivatives | 222 | |
Accrued expenses [Member] | Interest Rate Swap [Member] | ||
Derivatives designated as hedging instruments: | ||
Fair Values of Derivative Instruments (Liability) Derivatives | (1,870) | $ (2,567) |
Other long-term liabilities [Member] | Interest Rate Swap [Member] | ||
Derivatives designated as hedging instruments: | ||
Fair Values of Derivative Instruments (Liability) Derivatives | $ (556) |
Interest Rate Swap (Effect Of D
Interest Rate Swap (Effect Of Derivative Instrument On The Accompanying Consolidated Statements Of Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivatives in Cash Flow Hedging Relationships | |||
Gain/ (loss) related to effective portion of derivative recognized in other comprehensive loss | $ (2,668) | $ (3,255) | $ (1,559) |
Gain/ (loss) related to effective portion of derivative reclassified from accumulated other comprehensive loss to interest expense | $ (2,587) | $ (2,587) | $ (2,586) |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Apr. 30, 2015 | Jan. 31, 2015 | |
Goold [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Settlement of contingent consideration | $ 8,057 | |
Vieosoft [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Payment to terminate all future obligations related to stock purchase agreement | $ 4,650 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value Of Financial Instruments Measured On A Recurring Basis) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Interest rate swaps | $ (2,426) |
Contingent consideration obligations | (4,650) |
Total | $ (7,076) |
Quoted in Markets Identical (Level 1) [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Interest rate swaps | |
Contingent consideration obligations | |
Total | |
Significant Other Observable Inputs (Level 2) [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Interest rate swaps | $ (2,426) |
Contingent consideration obligations | |
Total | $ (2,426) |
Significant Unobservable Inputs (Level 3) [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Interest rate swaps | |
Contingent consideration obligations | $ (4,650) |
Total | $ (4,650) |
Fair Value Measurements (Reconc
Fair Value Measurements (Reconciliation Of The Fair Value Of The Liabilities That Use Significant Unobservable Inputs (Level 3)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Total changes included in contingent consideration | $ 4,825 | $ (1,307) | $ 69 |
Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Balance at beginning of period | (17,486) | (5,484) | $ (296) |
Adjustment of provisional amounts | $ (50) | ||
Issuances of contingent consideration | (10,695) | $ (5,553) | |
Settlement of contingent consideration | $ 8,061 | 296 | |
Total changes included in contingent consideration | 4,825 | (1,307) | 69 |
Balance at end of period | $ (4,650) | $ (17,486) | $ (5,484) |
Fair Value Measurements (Quanti
Fair Value Measurements (Quantitative Information About Level 3 Fair Value Measurements) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Impairment of long-lived assets to be held and used | $ 8,552 | $ 83,169 | $ 10,619 |
Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Fair value of long-lived assets to be held and used, Relevant asset group | 786 | 13,066 | |
Impairment of long-lived assets to be held and used | $ 4,995 | $ 73,220 | |
Significant Unobservable Inputs (Level 3) [Member] | DCF [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probability of contract extension | 80.00% | ||
Remaining life of asset group | 7 years | ||
Discount rate | 14.90% | ||
Risk free interest rate | 1.60% | ||
Significant Unobservable Inputs (Level 3) [Member] | Minimum [Member] | DCF [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probability of new contract execution | 20.00% | ||
Expected annual revenue range | $ 101 | $ 3,080 | |
Significant Unobservable Inputs (Level 3) [Member] | Maximum [Member] | DCF [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Probability of new contract execution | 90.00% | ||
Expected annual revenue range | 5,443 | $ 3,590 | |
Significant Unobservable Inputs (Level 3) [Member] | Customer Relationships [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Impairment of long-lived assets to be held and used | 72,290 | ||
Significant Unobservable Inputs (Level 3) [Member] | Noncompetition Agreements [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Impairment of long-lived assets to be held and used | 672 | ||
Significant Unobservable Inputs (Level 3) [Member] | Other [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Impairment of long-lived assets to be held and used | 1,464 | ||
Significant Unobservable Inputs (Level 3) [Member] | Property and Equipment [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Impairment of long-lived assets to be held and used | 2,859 | 930 | |
Long-lived assets to be disposed of | $ 3,557 | $ 9,949 |
Fair Value Measurements (Carryi
Fair Value Measurements (Carrying Amount And The Estimated Fair Value Of Financial Instruments) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents, Carrying Amount | $ 66,655 | $ 82,306 | $ 76,538 | $ 31,763 |
Accounts receivable, net of allowance for doubtful accounts | 280,858 | $ 233,791 | ||
Cash and cash equivalents, Fair Value | 66,655 | |||
Accounts receivable, Fair Value | 280,858 | |||
Quoted in Markets Identical (Level 1) [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Senior Credit Facilities, Carrying Amount (Level 1) | 1,776,647 | |||
Senior Credit Facilities, Fair Value (Level 1) | 1,774,860 | |||
Significant Other Observable Inputs (Level 2) [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Senior Notes, Carrying Amount (Level 2) | 979,069 | |||
Senior Notes, Fair Value (Level 2) | $ 1,026,250 |
Commitments (Narrative) (Detail
Commitments (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments [Abstract] | |||
Total rent expense for operating leases | $ 14,806 | $ 12,991 | $ 12,625 |
Commitments (Schedule Of Future
Commitments (Schedule Of Future Minimum Lease Commitments Under Non-Cancelable Lease Agreements) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments [Abstract] | |
2,016 | $ 14,748 |
2,017 | 12,947 |
2,018 | 11,466 |
2,019 | 6,646 |
2,020 | 5,407 |
Thereafter | 19,019 |
Total minimum lease payments | $ 70,233 |
Legal Proceedings (Details)
Legal Proceedings (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Legal Proceedings [Abstract] | ||
Settlement amount | $ 8,000 | |
Recognized loss from an underpayment of fees to a vendor | $ 3,000 | $ 5,000 |
Incentive Compensation Plans (N
Incentive Compensation Plans (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock shares expected to be repurchased | 205 | ||
Equity compensation | $ 9,285 | $ 7,334 | $ 7,021 |
Expense related to equity compensation arrangements | 9,285 | 7,334 | 7,021 |
Tax benefit from share based compensation | 550 | 733 | 59 |
Maximum amount of cash payments that could be payable under Long Term Cash Incentive Plan in the event of change in control | 7,011 | ||
Estimated maximum amount of cash payments that could be payable under Long Term Cash Incentive Plan in the event of change in control that has been earned by perticipants | $ 3,517 | ||
Tier I Time Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Yearly vesting percentage of awards | 20.00% | ||
Unrecognized compensation expense | $ 29,960 | ||
Weighted average period | 2 years 2 months 27 days | ||
Total incremental compensation cost recognized | $ 167 | 970 | |
Tier II Time Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Yearly vesting percentage of awards | 20.00% | ||
Unrecognized compensation expense | $ 1,250 | ||
Weighted average period | 1 year 10 months 13 days | ||
Performance Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity compensation | $ 0 | ||
Unrecognized compensation expense | 28,718 | ||
Expense related to equity compensation arrangements | 0 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Yearly vesting percentage of awards | 20.00% | ||
Unrecognized compensation expense | $ 998 | ||
Weighted average period | 1 year 11 months 9 days | ||
Granted in period | 1,500 | ||
Grant date fair value per unit | $ 1,020 | ||
Vested | 300 | ||
Total fair value of vested units | $ 440 | ||
Parent Equity Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for future issuance | 180,950 | ||
Change Healthcare Holdings, Inc. [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity compensation | $ 315 | $ 335 | 240 |
Expense related to equity compensation arrangements | $ 315 | $ 335 | $ 240 |
Minimum [Member] | Performance Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of liquidity event threshhold | 25.00% |
Incentive Compensation Plans (S
Incentive Compensation Plans (Schedule Of Share Based Compensation, Stock Options Activity) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | |
Black Scholes Option Pricing Model [Member] | Tier I Time Awards [Member] | ||
Awards: | ||
Outstanding Options, beginning balance | shares | 61,370 | |
Granted Options | shares | 18,182.5 | |
Exercised Options | shares | (1,586.2) | |
Forfeited Options | shares | (3,850.8) | |
Outstanding Options, ending balance | shares | 74,115.5 | 61,370 |
Outstanding and Exercisable Options | shares | 29,295.2 | |
Weighted Average Exercise Price: | ||
Outstanding Options, Weighted Average Exercise Price, beginning balance | $ / shares | $ 1,074 | |
Granted Options, Weighted Average Exercise Price | $ / shares | 1,682 | |
Exercised Options, Weighted Average Exercise Price | $ / shares | 1,003 | |
Forfeited Options, Weighted Average Exercise Price | $ / shares | 1,117 | |
Outstanding Options, Weighted Average Exercise Price, ending balance | $ / shares | $ 1,218 | $ 1,074 |
Outstanding and Exercisable Options, Weighted Average Exercise Price | $ / shares | 1,030 | |
Weighted Average Remaining Contractual Term: | ||
Weighted average remaining contractual term, Outstanding | 7 years 10 months 24 days | 8 years 4 months 24 days |
Weighted average remaining contractual term, Exercisable | 7 years | |
Aggregate Intrinsic Value: | ||
Aggregate Intrinsic Value, Beginning Balance | $ | $ 24,005 | |
Aggregate Intrinsic Value, Exercised | $ | 1,035 | |
Aggregate Intrinsic Value, Ending Balance | $ | 40,942 | $ 24,005 |
Aggregate Intrinsic Value, Outstanding and exercisable, Ending Balance | $ | $ 21,685 | |
Black Scholes Option Pricing Model [Member] | Rollover Awards [Member] | ||
Awards: | ||
Outstanding Options, beginning balance | shares | 2,582 | |
Exercised Options | shares | (240) | |
Outstanding Options, ending balance | shares | 2,342 | 2,582 |
Outstanding and Exercisable Options | shares | 2,342 | |
Weighted Average Exercise Price: | ||
Outstanding Options, Weighted Average Exercise Price, beginning balance | $ / shares | $ 220 | |
Exercised Options, Weighted Average Exercise Price | $ / shares | 250 | |
Outstanding Options, Weighted Average Exercise Price, ending balance | $ / shares | $ 217 | $ 220 |
Outstanding and Exercisable Options, Weighted Average Exercise Price | $ / shares | 217 | |
Weighted Average Remaining Contractual Term: | ||
Weighted average remaining contractual term, Outstanding | 6 years 6 months | 7 years 4 months 24 days |
Weighted average remaining contractual term, Exercisable | 6 years 6 months | |
Aggregate Intrinsic Value: | ||
Aggregate Intrinsic Value, Beginning Balance | $ | $ 3,215 | |
Aggregate Intrinsic Value, Exercised | $ | 292 | |
Aggregate Intrinsic Value, Ending Balance | $ | 3,637 | $ 3,215 |
Aggregate Intrinsic Value, Outstanding and exercisable, Ending Balance | $ | $ 3,637 | |
Monte Carlo Simulation Pricing Model [Member] | Tier II Time Awards [Member] | ||
Awards: | ||
Outstanding Options, beginning balance | shares | 14,250 | |
Outstanding Options, ending balance | shares | 14,250 | 14,250 |
Outstanding and Exercisable Options | shares | 7,990 | |
Weighted Average Exercise Price: | ||
Outstanding Options, Weighted Average Exercise Price, beginning balance | $ / shares | $ 2,500 | |
Outstanding Options, Weighted Average Exercise Price, ending balance | $ / shares | $ 2,500 | $ 2,500 |
Outstanding and Exercisable Options, Weighted Average Exercise Price | $ / shares | 2,500 | |
Weighted Average Remaining Contractual Term: | ||
Weighted average remaining contractual term, Outstanding | 7 years 2 months 12 days | 8 years 2 months 12 days |
Weighted average remaining contractual term, Exercisable | 6 years 10 months 24 days | |
Monte Carlo Simulation Pricing Model [Member] | Performance Awards [Member] | ||
Awards: | ||
Outstanding Options, beginning balance | shares | 59,572.5 | |
Granted Options | shares | 18,182.5 | |
Forfeited Options | shares | (10,182.5) | |
Outstanding Options, ending balance | shares | 67,572.5 | 59,572.5 |
Weighted Average Exercise Price: | ||
Outstanding Options, Weighted Average Exercise Price, beginning balance | $ / shares | $ 1,074 | |
Granted Options, Weighted Average Exercise Price | $ / shares | 1,681 | |
Forfeited Options, Weighted Average Exercise Price | $ / shares | 1,084 | |
Outstanding Options, Weighted Average Exercise Price, ending balance | $ / shares | $ 1,237 | $ 1,074 |
Weighted Average Remaining Contractual Term: | ||
Weighted average remaining contractual term, Outstanding | 8 years | 8 years 4 months 24 days |
Weighted average remaining contractual term, Exercisable | 0 years |
Incentive Compensation Plans 74
Incentive Compensation Plans (Schedule Of Share-based Compensation, Restricted Stock Units Award Activity) (Details) - Restricted Stock Units (RSUs) [Member] - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested at beginning of period | 1,500 | |
Granted | 1,500 | |
Canceled | ||
Vested | 300 | |
Unvested at end of period | 1,200 | 1,500 |
Incentive Compensation Plans (F
Incentive Compensation Plans (Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques) (Details) - Black Sholes Option Pricing And Monte Carlo Simulation Pricing Model [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Tier I Time Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value | $ 864.02 | $ 721.62 | $ 606.70 |
Expected volatility | 51.24% | 59.22% | 62.05% |
Risk-free interest rate | 1.76% | 1.93% | 1.77% |
Expected term (years) | 6 years 5 months 27 days | 6 years 6 months | 6 years 5 months 23 days |
Tier II Time Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value | $ 399.07 | $ 399.07 | |
Expected volatility | 55.87% | 55.87% | |
Risk-free interest rate | 2.76% | 2.76% | |
Performance Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value | $ 465.06 | $ 409.74 | $ 371.61 |
Expected volatility | 50.70% | 54.01% | 55.87% |
Risk-free interest rate | 1.70% | 2.35% | 2.76% |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Retirement Plans [Abstract] | |||
Expenses related to retirement plan | $ 6,322 | $ 5,174 | $ 4,942 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Line Items] | |||
Unrecognized tax benefits, that if recognized, would affect the effective income tax rate | $ 752 | ||
Cumulative interest and penalties related to income taxes | 0 | $ 0 | $ 0 |
Income tax benefit | $ 74,343 | $ 41,865 | $ 36,685 |
Effective Income Tax Rate Continuing Operations | 43.63% | 35.56% | 33.01% |
Federal [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carry forwards (tax effected) for federal income tax purposes | $ 191,406 | ||
Federal [Member] | Minimum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Tax Credit Carryforward, Expiration Date | Dec. 31, 2026 | ||
Federal [Member] | Maximum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Tax Credit Carryforward, Expiration Date | Dec. 31, 2035 | ||
State [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carry forwards (tax effected) for state income tax purposes | $ 43,680 | ||
State [Member] | Minimum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Tax Credit Carryforward, Expiration Date | Dec. 31, 2016 | ||
State [Member] | Maximum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Tax Credit Carryforward, Expiration Date | Dec. 31, 2035 |
Income Taxes (Income Tax Provis
Income Taxes (Income Tax Provision (Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal | $ (1,063) | $ 349 | |
State | $ 3,359 | 2,590 | 2,521 |
Current income tax provision (benefit) | 3,359 | 1,527 | 2,870 |
Deferred: | |||
Federal | (62,772) | (42,382) | (40,161) |
State | (14,930) | (1,010) | 606 |
Deferred income tax provision (benefit) | (77,702) | (43,392) | (39,555) |
Total income tax provision (benefit) | $ (74,343) | $ (41,865) | $ (36,685) |
Income Taxes (Reconciliation Be
Income Taxes (Reconciliation Between Federal Statutory Rate And Effective Income Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Abstract] | |||
Statutory U.S. federal tax rate | 35.00% | 35.00% | 35.00% |
State income taxes (net of federal benefit) | 7.45% | 1.00% | (1.89%) |
Other | 1.18% | 0.79% | (0.10%) |
Change in tax status | (1.23%) | ||
Effective income tax rate | 43.63% | 35.56% | 33.01% |
Income Taxes (Significant Compo
Income Taxes (Significant Components Of Deferred Tax Assets (Liabilities)) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets and (liabilities): | ||
Depreciation and amortization | $ (723,890) | $ (636,550) |
Accounts receivable | 2,129 | 2,503 |
Fair value of interest rate swap | 1,009 | 967 |
Accruals and reserves | 14,340 | 17,756 |
Capital and net operating losses | 235,934 | 203,962 |
Debt discount and interest | 14 | 451 |
Equity compensation | 11,839 | 8,675 |
Valuation allowance | (1,670) | (15,468) |
Tax receivable agreement obligation to related parties | 26,804 | 21,381 |
Other | 3,108 | 1,989 |
Net deferred tax assets and (liabilities) | (430,383) | (394,334) |
Non-current deferred tax liabilities | (430,383) | (394,334) |
Net deferred tax assets and (liabilities) | $ (430,383) | $ (394,334) |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of Beginning And Ending Amount Of Unrecognized Tax Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Abstract] | |||
Unrecognized benefit from prior years | $ 10,312 | $ 11,366 | $ 11,021 |
Decreases from prior period tax positions | (38) | (216) | |
Increases from current period tax positions | 331 | 561 | |
Decreases from settlements with taxing authorities | (1,347) | ||
Ending unrecognized benefit | $ 10,312 | $ 10,312 | $ 11,366 |
Tax Receivable Agreement Obli82
Tax Receivable Agreement Obligations To Related Parties (Narrative) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Tax Receivable Agreement Obligations To Related Parties [Abstract] | |
Percentage of cash savings | 85.00% |
Retained ratio of tax savings | 15.00% |
Cumulative payments under tax receivable agreement | $ 355,742 |
Initial fair value of tax receivable agreement | 174,480 |
Change in estimate effect on pretax income/loss | $ 11,648 |
Tax Receivable Agreement Obli83
Tax Receivable Agreement Obligations To Related Parties (Estimated Aggregate Payments Due Under The Tax Receivable Agreements) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Tax Receivable Agreement Obligations To Related Parties [Abstract] | ||
2,016 | $ 986 | |
2,017 | 6,212 | |
2,018 | 57,708 | |
2,019 | 89,678 | |
2,020 | 41,895 | |
Thereafter | 159,263 | |
Gross expected payments | 355,742 | |
Less: Amounts representing discount | (181,263) | |
Total tax receivable agreement obligations due to related parties | 174,479 | |
Less: Current portion due (included in accrued expenses) | (986) | $ (945) |
Tax receivable agreement obligations to related parties | $ 173,493 | $ 163,983 |
Other Related Party Transacti84
Other Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Term of transaction and advisory fee agreement | 12 years | ||
Percentage of Consolidated EBITDA paid as advisory fee | 2.00% | ||
Percentage of aggregate transaction value paid as transaction fee | 1.00% | ||
Advisory Fee [Member] | |||
Related Party Transaction [Line Items] | |||
Related party expense | $ 6,000 | $ 6,000 | $ 6,000 |
Other [Member] | |||
Related Party Transaction [Line Items] | |||
Related party expense | 681 | ||
BMP [Member] | |||
Related Party Transaction [Line Items] | |||
Reimbursement to related party of out of pocket expenses | 700 | 400 | 200 |
BMP [Member] | Advisory Fee [Member] | |||
Related Party Transaction [Line Items] | |||
Related party expense | 4,350 | 4,350 | 4,350 |
HFLP [Member] | |||
Related Party Transaction [Line Items] | |||
Related party expense | 233 | 116 | 695 |
Recognized revenue | 5,751 | 6,028 | 2,029 |
HFLP [Member] | Advisory Fee [Member] | |||
Related Party Transaction [Line Items] | |||
Related party expense | 1,650 | 1,650 | 1,650 |
Blackstone Portfolio Companies [Member] | |||
Related Party Transaction [Line Items] | |||
Recognized revenue | 3,167 | 3,230 | $ 6,959 |
Senior Credit Facilities [Member] | GSO Advisor Holdings L L C [Member] | |||
Related Party Transaction [Line Items] | |||
Debt held by related parties | 55,247 | 68,588 | |
Debt held by related parties, current | $ 552 | $ 686 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | segment | 3 | ||
Solution revenue | $ 1,124,188 | $ 1,006,949 | $ 930,713 |
Postage revenue | 352,895 | 343,464 | 311,854 |
Revenues | 1,477,083 | 1,350,413 | 1,242,567 |
Income (loss) before income taxes | (170,412) | (117,719) | (111,143) |
Interest expense | 168,252 | 146,829 | 153,169 |
Depreciation and amortization | 342,303 | 189,218 | 183,839 |
EBITDA | 340,143 | 218,328 | 225,865 |
Equity compensation | 9,285 | 7,334 | 7,021 |
Acquisition accounting adjustments | 1,806 | 1,035 | 894 |
Acquisition-related costs | 8,443 | 6,927 | 3,245 |
Transaction-related costs and advisory fees | 6,703 | 6,448 | 6,948 |
Strategic initiatives, duplicative and transition costs | 10,890 | 12,864 | 8,401 |
Severance costs | 6,995 | 8,005 | 7,520 |
Loss on extinguishment of debt and other related costs | 24,311 | ||
Accretion | 10,496 | 14,446 | 26,470 |
Impairment of long-lived assets | 8,552 | 83,169 | 10,619 |
Contingent consideration | (4,825) | 1,307 | (69) |
Other non-routine, net | 5,117 | 4,484 | 2,765 |
EBITDA Adjustments | 63,462 | 146,019 | 98,125 |
Adjusted EBITDA | 403,605 | 364,347 | 323,990 |
Corporate And Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Solution revenue | (26,375) | (23,275) | (25,002) |
Postage revenue | 352,895 | 343,464 | 311,854 |
Revenues | 320,469 | 311,114 | 280,511 |
Income (loss) before income taxes | (625,075) | (450,249) | (466,243) |
Interest expense | 168,252 | 146,829 | 153,169 |
Depreciation and amortization | 342,303 | 189,218 | 183,839 |
EBITDA | (114,520) | (114,202) | (129,235) |
Equity compensation | 5,792 | 5,151 | 3,536 |
Acquisition accounting adjustments | (56) | (34) | |
Acquisition-related costs | 6,943 | 4,461 | 1,054 |
Transaction-related costs and advisory fees | 6,703 | 6,448 | 6,948 |
Strategic initiatives, duplicative and transition costs | 5,672 | 11,620 | 5,326 |
Severance costs | 1,192 | 2,890 | 4,712 |
Loss on extinguishment of debt and other related costs | 24,311 | ||
Accretion | 10,496 | 14,446 | 26,470 |
Impairment of long-lived assets | (578) | 4,005 | 318 |
Contingent consideration | 236 | ||
Other non-routine, net | 3,538 | (1,216) | (3,584) |
EBITDA Adjustments | 39,758 | 47,985 | 69,057 |
Adjusted EBITDA | (74,762) | (66,217) | (60,178) |
Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (6,051) | (9,075) | (6,341) |
Software And Analytics [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Solution revenue | 353,526 | 249,489 | 206,974 |
Revenues | 354,716 | 250,519 | 209,147 |
Income (loss) before income taxes | 115,721 | 84,897 | 56,203 |
EBITDA | 115,721 | 84,897 | 56,203 |
Equity compensation | 1,972 | 567 | 735 |
Acquisition accounting adjustments | 1,165 | 305 | 517 |
Acquisition-related costs | 395 | 88 | 200 |
Strategic initiatives, duplicative and transition costs | 2,101 | 828 | 892 |
Severance costs | 2,209 | 1,389 | 810 |
Impairment of long-lived assets | 2,178 | 219 | 5,782 |
Contingent consideration | (4,825) | ||
Other non-routine, net | 944 | 1,235 | 600 |
EBITDA Adjustments | 6,139 | 4,631 | 9,536 |
Adjusted EBITDA | 121,860 | 89,528 | 65,739 |
Software And Analytics [Member] | Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (1,190) | (1,030) | (2,173) |
Network Solutions [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Solution revenue | 375,582 | 349,061 | 331,479 |
Revenues | 375,965 | 349,413 | 331,813 |
Income (loss) before income taxes | 194,166 | 173,586 | 158,061 |
EBITDA | 194,166 | 173,586 | 158,061 |
Equity compensation | 820 | 567 | 1,540 |
Acquisition accounting adjustments | 5 | 6 | 116 |
Acquisition-related costs | 93 | 110 | 141 |
Strategic initiatives, duplicative and transition costs | 1,333 | 237 | 1,596 |
Severance costs | 846 | 1,592 | 1,207 |
Impairment of long-lived assets | 5,953 | 2,036 | 1,831 |
Contingent consideration | 1,071 | (69) | |
Other non-routine, net | 521 | 334 | 277 |
EBITDA Adjustments | 9,571 | 5,953 | 6,639 |
Adjusted EBITDA | 203,737 | 179,539 | 164,700 |
Network Solutions [Member] | Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (383) | (352) | (334) |
Technology-Enabled Services [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Solution revenue | 421,455 | 431,674 | 417,262 |
Revenues | 425,933 | 439,367 | 421,096 |
Income (loss) before income taxes | 144,776 | 74,047 | 140,836 |
EBITDA | 144,776 | 74,047 | 140,836 |
Equity compensation | 701 | 1,049 | 1,210 |
Acquisition accounting adjustments | 636 | 780 | 295 |
Acquisition-related costs | 1,012 | 2,268 | 1,850 |
Strategic initiatives, duplicative and transition costs | 1,784 | 179 | 587 |
Severance costs | 2,748 | 2,134 | 791 |
Impairment of long-lived assets | 999 | 76,909 | 2,688 |
Other non-routine, net | 114 | 4,131 | 5,472 |
EBITDA Adjustments | 7,994 | 87,450 | 12,893 |
Adjusted EBITDA | 152,770 | 161,497 | 153,729 |
Technology-Enabled Services [Member] | Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ (4,478) | $ (7,693) | $ (3,834) |
Accumulated Other Comprehensi86
Accumulated Other Comprehensive Income (Loss) (Summary Of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | $ 902,065 | $ 968,546 | $ 1,032,151 |
Change associated with foreign currency translation | (654) | (219) | (137) |
Balance | 975,689 | 902,065 | 968,546 |
Foreign Currency Translation Adjustment [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | (483) | ||
Change associated with foreign currency translation | $ (654) | ||
Change associated with current period hedging | |||
Reclassification into earnings | |||
Balance | $ (1,137) | (483) | |
Cash Flow Hedge [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | $ (1,472) | ||
Change associated with foreign currency translation | |||
Change associated with current period hedging | $ 2,540 | ||
Reclassification into earnings | (2,587) | ||
Balance | (1,519) | (1,472) | |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | (1,955) | (1,343) | (3,789) |
Change associated with foreign currency translation | (654) | (219) | (137) |
Change associated with current period hedging | 2,540 | ||
Reclassification into earnings | (2,587) | ||
Balance | (2,656) | (1,955) | $ (1,343) |
Change Healthcare Holdings, Inc. [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Balance | 902,065 | ||
Balance | $ 975,689 | $ 902,065 |
Supplemental Condensed Consol87
Supplemental Condensed Consolidating Financial Information (Condensed Consolidating Balance Sheet) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ||||
Cash and cash equivalents | $ 66,655 | $ 82,306 | $ 76,538 | $ 31,763 |
Accounts receivable, net of allowance for doubtful accounts | 280,858 | 233,791 | ||
Prepaid expenses and other current assets | 35,413 | 29,246 | ||
Total current assets | 382,926 | 345,343 | ||
Property and equipment, net | 244,145 | 244,153 | ||
Goodwill | 2,230,100 | 1,702,569 | 1,502,434 | |
Intangible assets, net | 1,707,863 | 1,539,394 | ||
Other assets, net | 8,500 | 9,183 | ||
Total assets | 4,573,534 | 3,840,642 | ||
Current liabilities: | ||||
Accounts payable | 27,950 | 16,399 | ||
Accrued expenses | 167,169 | 175,206 | ||
Deferred revenues | 12,943 | 10,518 | ||
Current portion of long-term debt | 32,775 | 27,308 | ||
Total current liabilities | 240,837 | 229,431 | ||
Long-term debt, excluding current portion | 2,741,178 | 2,135,468 | ||
Deferred income tax liabilities | 430,383 | 394,334 | ||
Tax receivable agreement obligations to related parties | 173,493 | 163,983 | ||
Other long-term liabilities | $ 11,954 | $ 15,361 | ||
Commitments and contingencies | ||||
Equity | $ 975,689 | $ 902,065 | 968,546 | 1,032,151 |
Total liabilities and equity | 4,573,534 | 3,840,642 | ||
Consolidating Adjustments [Member] | ||||
Current assets: | ||||
Due from affiliates | (135,406) | (180,610) | ||
Investment in consolidated subsidiaries | (1,790,964) | (1,740,062) | ||
Other assets, net | (253,510) | (149,647) | ||
Total assets | (2,179,880) | (2,070,319) | ||
Current liabilities: | ||||
Due to affiliates | (135,406) | (180,610) | ||
Deferred income tax liabilities | (253,510) | (149,647) | ||
Equity | (1,790,964) | (1,740,062) | ||
Total liabilities and equity | (2,179,880) | (2,070,319) | ||
Change Healthcare Holdings, Inc. [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 738 | 796 | 2,794 | 754 |
Prepaid expenses and other current assets | 2,234 | 2,267 | ||
Total current assets | 2,972 | 3,063 | ||
Property and equipment, net | 3 | 7 | ||
Due from affiliates | 135,406 | |||
Investment in consolidated subsidiaries | 1,790,964 | 1,740,062 | ||
Intangible assets, net | 1,000 | 133,500 | ||
Other assets, net | 253,960 | 150,906 | ||
Total assets | 2,184,305 | 2,027,538 | ||
Current liabilities: | ||||
Accrued expenses | 10,689 | 4,935 | ||
Current portion of long-term debt | 8,099 | 6,709 | ||
Total current liabilities | 18,788 | 11,644 | ||
Due to affiliates | 180,610 | |||
Long-term debt, excluding current portion | 1,015,243 | 769,236 | ||
Tax receivable agreement obligations to related parties | 173,493 | 163,983 | ||
Other long-term liabilities | 1,092 | |||
Equity | 975,689 | 902,065 | ||
Total liabilities and equity | 2,184,305 | 2,027,538 | ||
Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 65,917 | 81,510 | $ 73,744 | $ 31,009 |
Accounts receivable, net of allowance for doubtful accounts | 280,858 | 233,791 | ||
Prepaid expenses and other current assets | 33,179 | 26,979 | ||
Total current assets | 379,954 | 342,280 | ||
Property and equipment, net | 244,142 | 244,146 | ||
Due from affiliates | 180,610 | |||
Goodwill | 2,230,100 | 1,702,569 | ||
Intangible assets, net | 1,706,863 | 1,405,894 | ||
Other assets, net | 8,050 | 7,924 | ||
Total assets | 4,569,109 | 3,883,423 | ||
Current liabilities: | ||||
Accounts payable | 27,950 | 16,399 | ||
Accrued expenses | 156,480 | 170,271 | ||
Deferred revenues | 12,943 | 10,518 | ||
Current portion of long-term debt | 24,676 | 20,599 | ||
Total current liabilities | 222,049 | 217,787 | ||
Due to affiliates | 135,406 | |||
Long-term debt, excluding current portion | 1,725,935 | 1,366,232 | ||
Deferred income tax liabilities | 683,893 | 543,981 | ||
Other long-term liabilities | 10,862 | 15,361 | ||
Equity | 1,790,964 | 1,740,062 | ||
Total liabilities and equity | $ 4,569,109 | $ 3,883,423 |
Supplemental Condensed Consol88
Supplemental Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Condensed Income Statements [Line Items] | |||
Solutions revenue | $ 1,124,188 | $ 1,006,949 | $ 930,713 |
Postage revenue | 352,895 | 343,464 | 311,854 |
Total revenue | 1,477,083 | 1,350,413 | 1,242,567 |
Costs and expenses: | |||
Cost of operations (exclusive of depreciation and amortization below) | 507,358 | 462,332 | 447,324 |
Development and engineering | 45,489 | 32,956 | 31,426 |
Sales, marketing, general and administrative | 217,716 | 198,379 | 170,051 |
Customer postage | 352,895 | 343,464 | 311,854 |
Depreciation and amortization | 342,303 | 189,218 | 183,839 |
Accretion | 10,496 | 14,446 | 26,470 |
Impairment of long-lived assets | 8,552 | 83,169 | 10,619 |
Operating income (loss) | (7,726) | 26,449 | 60,984 |
Interest expense, net | 168,252 | 146,829 | 153,169 |
Loss on extinguishment of debt | 23,160 | ||
Contingent consideration | (4,825) | 1,307 | (69) |
Other | (741) | (3,968) | (4,133) |
Income (loss) before income tax provision (benefit) | (170,412) | (117,719) | (111,143) |
Income tax provision (benefit) | (74,343) | (41,865) | (36,685) |
Net income (loss) | (96,069) | (75,854) | (74,458) |
Consolidating Adjustments [Member] | |||
Costs and expenses: | |||
Equity in earnings of consolidated subsidiaries | 46,686 | (31,409) | 14,159 |
Income (loss) before income tax provision (benefit) | (46,686) | 31,409 | (14,159) |
Net income (loss) | (46,686) | 31,409 | (14,159) |
Change Healthcare Holdings, Inc. [Member] | |||
Costs and expenses: | |||
Cost of operations (exclusive of depreciation and amortization below) | 228 | ||
Sales, marketing, general and administrative | 11,447 | 17,126 | 12,321 |
Depreciation and amortization | 132,509 | 9,003 | 9,004 |
Accretion | 10,496 | 14,446 | 26,470 |
Operating income (loss) | (154,680) | (40,575) | (47,795) |
Equity in earnings of consolidated subsidiaries | (46,686) | 31,409 | (14,159) |
Interest expense, net | 91,904 | 93,471 | 94,021 |
Loss on extinguishment of debt | 485 | ||
Other | (111) | (2,925) | |
Income (loss) before income tax provision (benefit) | (199,898) | (165,344) | (125,217) |
Income tax provision (benefit) | (103,829) | (89,490) | (50,759) |
Net income (loss) | (96,069) | (75,854) | (74,458) |
Guarantor Subsidiaries [Member] | |||
Condensed Income Statements [Line Items] | |||
Solutions revenue | 1,124,188 | 1,006,949 | 930,713 |
Postage revenue | 352,895 | 343,464 | 311,854 |
Total revenue | 1,477,083 | 1,350,413 | 1,242,567 |
Costs and expenses: | |||
Cost of operations (exclusive of depreciation and amortization below) | 507,130 | 462,332 | 447,324 |
Development and engineering | 45,489 | 32,956 | 31,426 |
Sales, marketing, general and administrative | 206,269 | 181,253 | 157,730 |
Customer postage | 352,895 | 343,464 | 311,854 |
Depreciation and amortization | 209,794 | 180,215 | 174,835 |
Impairment of long-lived assets | 8,552 | 83,169 | 10,619 |
Operating income (loss) | 146,954 | 67,024 | 108,779 |
Interest expense, net | 76,348 | 53,358 | 59,148 |
Loss on extinguishment of debt | 22,675 | ||
Contingent consideration | (4,825) | 1,307 | (69) |
Other | (741) | (3,857) | (1,208) |
Income (loss) before income tax provision (benefit) | 76,172 | 16,216 | 28,233 |
Income tax provision (benefit) | 29,486 | 47,625 | 14,074 |
Net income (loss) | $ 46,686 | $ (31,409) | $ 14,159 |
Supplemental Condensed Consol89
Supplemental Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Condensed Statement of Comprehensive Income (Loss) [Line Items] | |||
Net income (loss) | $ (96,069) | $ (75,854) | $ (74,458) |
Other comprehensive income (loss): | |||
Changes in fair value of interest rate swap, net of taxes | (47) | (393) | 2,583 |
Foreign currency translation adjustment | (654) | (219) | (137) |
Other comprehensive income (loss) | (701) | (612) | 2,446 |
Total comprehensive income (loss) | (96,770) | (76,466) | (72,012) |
Consolidating Adjustments [Member] | |||
Condensed Statement of Comprehensive Income (Loss) [Line Items] | |||
Net income (loss) | (46,686) | 31,409 | (14,159) |
Other comprehensive income (loss): | |||
Equity in other comprehensive earnings | 654 | 219 | 137 |
Other comprehensive income (loss) | 654 | 219 | 137 |
Total comprehensive income (loss) | (46,032) | 31,628 | (14,022) |
Change Healthcare Holdings, Inc. [Member] | |||
Condensed Statement of Comprehensive Income (Loss) [Line Items] | |||
Net income (loss) | (96,069) | (75,854) | (74,458) |
Other comprehensive income (loss): | |||
Changes in fair value of interest rate swap, net of taxes | (47) | (393) | 2,583 |
Equity in other comprehensive earnings | (654) | (219) | (137) |
Other comprehensive income (loss) | (701) | (612) | 2,446 |
Total comprehensive income (loss) | (96,770) | (76,466) | (72,012) |
Guarantor Subsidiaries [Member] | |||
Condensed Statement of Comprehensive Income (Loss) [Line Items] | |||
Net income (loss) | 46,686 | (31,409) | 14,159 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | (654) | (219) | (137) |
Other comprehensive income (loss) | (654) | (219) | (137) |
Total comprehensive income (loss) | $ 46,032 | $ (31,628) | $ 14,022 |
Supplemental Condensed Consol90
Supplemental Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Cash Flows) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities | |||
Net income (loss) | $ (96,069) | $ (75,854) | $ (74,458) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 342,303 | 189,218 | 183,839 |
Accretion | 10,496 | 14,446 | 26,470 |
Equity compensation expense | 9,285 | 7,334 | 7,021 |
Deferred income tax expense (benefit) | (77,702) | (43,392) | (39,555) |
Amortization of debt discount and issuance costs | 10,786 | 7,847 | 8,475 |
Contingent consideration | (4,825) | 1,307 | (69) |
Gain on sale of cost method investment | (114) | (2,925) | |
Loss on extinguishment of debt | 22,828 | ||
Impairment of long-lived assets | 8,552 | 83,169 | 10,619 |
Other | (1,820) | (2,255) | (1,962) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 5,078 | (6,824) | (20,791) |
Prepaid expenses and other | 1,210 | 536 | 1,442 |
Accounts payable | 11,391 | 4,591 | 1,335 |
Accrued expenses, deferred revenue, and other liabilities | (50,966) | 26,650 | 29,273 |
Tax receivable agreement obligations to related parties | (944) | (988) | (1,142) |
Net cash provided by (used in) operating activities | 166,775 | 205,671 | 150,400 |
Investing activities | |||
Purchases of property and equipment | (56,963) | (55,926) | (71,086) |
Payments for acquisitions, net of cash acquired | (717,669) | (252,772) | (18,291) |
Proceeds from sale of cost method investment | 5,820 | ||
Other | (5,325) | 538 | 5,820 |
Net cash provided by (used in) investing activities | (779,957) | (308,160) | (83,557) |
Financing activities | |||
Proceeds from Term Loan Facility | 385,411 | 157,600 | |
Payments on Term Loan Facility | (16,500) | (13,279) | (12,912) |
Proceeds from Senior Notes | 243,453 | ||
Proceeds from Revolving Facility | 60,000 | 183,000 | |
Payments on Revolving Facility | (60,000) | (183,000) | |
Payment of loan costs | (2,500) | (2,096) | (2,178) |
Payment of debt assumed from acquisition | (154,469) | (25,262) | (218) |
Payment of data sublicense obligation | (6,433) | (5,300) | (4,321) |
Payments of deferred financing obligations | (6,987) | (5,441) | (3,243) |
Repurchase of Parent common stock | (5,772) | (1,221) | (613) |
Capital contribution from Parent | 166,881 | 3,256 | 1,999 |
Payment of contingent consideration | (5,553) | ||
Other | (582) | ||
Net cash provided by (used in) financing activities | 597,531 | 108,257 | (22,068) |
Net increase (decrease) in cash and cash equivalents | (15,651) | 5,768 | 44,775 |
Cash and cash equivalents at beginning of period | 82,306 | 76,538 | 31,763 |
Cash and cash equivalents at end of period | 66,655 | 82,306 | 76,538 |
Consolidating Adjustments [Member] | |||
Operating activities | |||
Net income (loss) | (46,686) | 31,409 | (14,159) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Equity in earnings of consolidated subsidiaries | 46,686 | (31,409) | 14,159 |
Investing activities | |||
Investment in subsidiaries, net | (4,755) | (95) | (5,821) |
Net cash provided by (used in) investing activities | (4,755) | (95) | (5,821) |
Financing activities | |||
Distributions from (to) Change Healthcare Holdings, Inc., net | 4,755 | 95 | 5,821 |
Net cash provided by (used in) financing activities | 4,755 | 95 | 5,821 |
Change Healthcare Holdings, Inc. [Member] | |||
Operating activities | |||
Net income (loss) | (96,069) | (75,854) | (74,458) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 132,509 | 9,003 | 9,004 |
Accretion | 10,496 | 14,446 | 26,470 |
Equity compensation expense | 315 | 335 | 240 |
Deferred income tax expense (benefit) | (26,160) | (89,089) | (49,195) |
Amortization of debt discount and issuance costs | 3,390 | 2,704 | 2,501 |
Gain on sale of cost method investment | (114) | (2,925) | |
Loss on extinguishment of debt | 478 | ||
Equity in earnings of consolidated subsidiaries | (46,686) | 31,409 | (14,159) |
Other | (1,488) | (1,089) | (822) |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other | (77,416) | 773 | (2,402) |
Accrued expenses, deferred revenue, and other liabilities | 9,464 | (2,608) | 3,171 |
Tax receivable agreement obligations to related parties | (944) | (988) | (1,142) |
Due to/from affiliates | (316,014) | 111,582 | 6,209 |
Net cash provided by (used in) operating activities | (408,603) | 510 | (97,030) |
Investing activities | |||
Purchases of property and equipment | (11) | ||
Proceeds from sale of cost method investment | 96,475 | ||
Other | 677 | ||
Investment in subsidiaries, net | 4,755 | 95 | 5,821 |
Net cash provided by (used in) investing activities | 4,755 | 772 | 102,285 |
Financing activities | |||
Proceeds from Term Loan Facility | 8,481 | ||
Payments on Term Loan Facility | (320) | (276) | (280) |
Proceeds from Senior Notes | 243,453 | ||
Payment of loan costs | (2,500) | ||
Payment of data sublicense obligation | (6,433) | (5,300) | (4,321) |
Repurchase of Parent common stock | (5,772) | (960) | (613) |
Capital contribution from Parent | 166,881 | 3,256 | 1,999 |
Net cash provided by (used in) financing activities | 403,790 | (3,280) | (3,215) |
Net increase (decrease) in cash and cash equivalents | (58) | (1,998) | 2,040 |
Cash and cash equivalents at beginning of period | 796 | 2,794 | 754 |
Cash and cash equivalents at end of period | 738 | 796 | 2,794 |
Guarantor Subsidiaries [Member] | |||
Operating activities | |||
Net income (loss) | 46,686 | (31,409) | 14,159 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 209,794 | 180,215 | 174,835 |
Equity compensation expense | 8,970 | 6,999 | 6,781 |
Deferred income tax expense (benefit) | (51,542) | 45,697 | 9,640 |
Amortization of debt discount and issuance costs | 7,396 | 5,143 | 5,974 |
Contingent consideration | (4,825) | 1,307 | (69) |
Loss on extinguishment of debt | 22,350 | ||
Impairment of long-lived assets | 8,552 | 83,169 | 10,619 |
Other | (332) | (1,166) | (1,140) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 5,078 | (6,824) | (20,791) |
Prepaid expenses and other | 78,626 | (237) | 3,844 |
Accounts payable | 11,391 | 4,591 | 1,335 |
Accrued expenses, deferred revenue, and other liabilities | (60,430) | 29,258 | 26,102 |
Due to/from affiliates | 316,014 | (111,582) | (6,209) |
Net cash provided by (used in) operating activities | 575,378 | 205,161 | 247,430 |
Investing activities | |||
Purchases of property and equipment | (56,963) | (55,926) | (71,075) |
Payments for acquisitions, net of cash acquired | (717,669) | (252,772) | (18,291) |
Proceeds from sale of cost method investment | (90,655) | ||
Other | (5,325) | (139) | |
Net cash provided by (used in) investing activities | (779,957) | (308,837) | (180,021) |
Financing activities | |||
Distributions from (to) Change Healthcare Holdings, Inc., net | (4,755) | (95) | (5,821) |
Proceeds from Term Loan Facility | 376,930 | 157,600 | |
Payments on Term Loan Facility | (16,180) | (13,003) | (12,632) |
Proceeds from Revolving Facility | 60,000 | 183,000 | |
Payments on Revolving Facility | (60,000) | (183,000) | |
Payment of loan costs | (2,096) | (2,178) | |
Payment of debt assumed from acquisition | (154,469) | (25,262) | (218) |
Payments of deferred financing obligations | (6,987) | (5,441) | (3,243) |
Repurchase of Parent common stock | (261) | ||
Payment of contingent consideration | (5,553) | ||
Other | (582) | ||
Net cash provided by (used in) financing activities | 188,986 | 111,442 | (24,674) |
Net increase (decrease) in cash and cash equivalents | (15,593) | 7,766 | 42,735 |
Cash and cash equivalents at beginning of period | 81,510 | 73,744 | 31,009 |
Cash and cash equivalents at end of period | $ 65,917 | $ 81,510 | $ 73,744 |
Schedule II - Valuation And Q91
Schedule II - Valuation And Qualifying Accounts (Details) - Allowance for Doubtful Accounts [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ 6,377 | $ 3,856 | $ 3,585 |
Charged to Costs and Expenses | (1,052) | 5,027 | 1,982 |
Charged to Other Accounts | 1,631 | 88 | 854 |
Write-offs | (3,577) | (2,594) | (2,565) |
Balance at End of Year | $ 3,379 | $ 6,377 | $ 3,856 |